You will need this if:
- You plan to launch a new token and accept users from the USA
- You plan to have your token listed on any credible crypto-exchanges
We provide clear and precise legal advice and opinions for your token offering projects.
What we do:
We investigate your project’s social media history, the semantics of your whitepapers, your token-economics structure, and other aspects that we believe play a significant role.
We take a rigorous and holistic approach to analyzing your project as it stands and where you want to take it.
We make sure your legal liability is minimized early so you can spend less time worrying about regulatory burdens and more time focusing on the development of your project.
We have worked intimately with several global crypto exchanges, so we understand the details.
What is the Howey Test? Is it important for me to know?
The Howey Test is a legal analysis method for determining if the offering of a specific financial instrument qualifies as an investment contract and therefore a securities offering. The securities regulator in the USA and several other jurisdictions have suggested that token offerings are investment contracts. This means that such token offerings (ICOs, etc) would need to seek approval and/or registration from the respective securities regulator before they can be conducted. If your token falls under the definition of investment contract as elaborated in SEC v Howey and its progeny then you can be sued for securities fraud. For this reason it is important that you the most appropriate jurisdiction for your token offering and that you structure the offering in a way that does not place it under the definition of an investment contract.
Why do I need a US lawyer if neither I nor my company is in the US?
All major cryptocurrency exchanges require that your token be examined through the lens of US securities law for it to be listed. Although you may not be registered in the USA you will still need to have a lawyer that is familiar with US securities law to review your token and its offering. But we have not only worked in the USA but also the Caribbean, Southeast Asia and Greater China. Our work takes into consideration your potential business decisions across these jurisdictions and not just from a purely USA context.
Should I conduct my company’s ICO or IEO in the USA?
The regulations regarding ICOs in the USA are currently nebulous. While it is not explicitly illegal to conduct an ICO in the USA, in almost every instance it may be more efficient to conduct the ICO in another jurisdiction.
Can you assist with all stages of the ICO or IEO process from whitepaper design to token listing on exchanges?
Yes. We have assisted clients from the idea stage of their ICO until the token was approved to be listed by major exchanges.
Ready to discuss security law legal memos for your business?