Digital-asset activity has evolved far beyond simple token sales. Today, many of the most consequential legal questions arise not from standalone issuances, but from programmatic mechanisms—staking arrangements, liquidity pools, lending protocols, airdrop campaigns, and NFT ecosystems. These structures often challenge traditional securities analysis because value is generated through a mix of code, incentives, governance, and…

The Token Itself Is Not Always the Security A central development in modern crypto jurisprudence is the growing recognition that a token, standing alone as a digital object, is not automatically a security. What may constitute a security is the investment contract—the arrangement, scheme, or promises surrounding the token’s distribution—rather than the token itself.  Several…

Since the inception of digital assets, “utility token” has been perceived as a non-security designation. However, the SEC has challenged this notion, treating utility as only one aspect of a broader evaluation under the Howey test. Courts assess whether purchasers rely on issuers’ efforts for token value, focusing on sales timing and issuer control. Even…