Kelman
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Services

Legal support for Entrepeneurs, and Innovators.

Areas of Practice

 

Securities Regulation

Be a token, not a security. ICOs are an innovative method for software projects to raise funds, but care must be taken to ensure the product being offered will not be labeled a “security” by regulators. Exchanges need to be careful they do not list tokens that may be classified as securities or they could face liability for operating an unlicensed securities exchange. Token-issuers, exchanges and investors all have a vested interest in making sure their offering is not a regulated investment security prior to investing their time, resources and capital. We have the tools to make sure you are in compliance and also to communicate this to other players in the space who may be concerned about your legal status.


INTELLECTUAL PROPERTY

Your ICO will likely use and allow others to use valuable source code. Make sure that you have the right to use code from other open-source projects and make sure that others who gain access to your code only use it for your intended purposes. It also pays to have a trademark strategy to secure domains, social media accounts and prevent trolls from giving you a hard time. We have years of experience in this field dating back well before there was ever an ICO.




Anti-Money Laundering (AML)

If you plan on doing banking you need to have an AML strategy. Banks are concerned with source of funds and many have simply deemed companies dealing in crypto too risky to accept as clients. But this doesn’t mean obtaining banking is impossible. There are situations where it is in the best interest of a given project for it to implement an AML program and collect Know Your Customer (KYC) information from clients. There are also banks who are friendly to the industry. There may also be ways to isolate your crypto business from other more traditional business to satisfy a bank’s due diligence requirements. By analyzing your business, jurisdiction and risk-profile we can determine how to implement an AML policy and craft a strategy to help you satisfy a bank’s due diligence inquiry.


International Corporate Structure

There are some jurisdictions to avoid when setting up for business. Another consideration is whether to set up as a company or a foundation. You will also want to make sure founder documents are in place so that the organization you create is governed as intended. We can help with this process and guide you into a jurisdiction that works for you. Bear in mind, simply because you incorporate in one jurisdiction does not mean other jurisdictions can’t touch you. You will be more or less subject to any jurisdiction where you have customers, which can make for a complicated risk assessment. We help clients understand and manage the risks that exercises of “extra-territorial” jurisdiction may pose to their project.




Offering Materials

Token-issuers must take care not to make statements that “condition the market” and must ensure their white paper and advertising are accurate. Advertising materials may open you up to liability where they fail to accurately describe what you are offering. Such is the case even if you have laundry list of disclaimers in your token-sale agreement. Token-issuers must be careful whenever they discuss their project since any public statement about an ICO can affect investment decisions, which can create opportunities for unhappy investors to allege market manipulation. We work with token-issuers from analysis of their white paper to the drafting of advertising materials and sale agreements to make sure these concerns are provided for.


Networking & Promotion

We work with and are connected to top players in the industry from around the world. Whether you are looking for an exchange listing, a security audit, a press release or an introduction to someone of strategic importance to your project, we can draw upon our network to help you create a synergy. Given our knowledge of the industry and its projects and players, we can often spot synergies and can suggest introductions of which clients may not have been aware. The ICO market is not a zero sum game and often value can be created by bringing people together. We are so confident of this that we are willing to accept at least part of our payment in a customer’s token.