BLOCKCHAIN

Attorneys

The advent of distributed ledger technologies (DLT) such as blockchain systems is transforming business as we know it.  From the launch of Bitcoin a decade ago to the current world of smart contracts, security tokens, and stablecoins, blockchain technology has pervaded the startup and incumbent corporate landscapes alike.

Ziliak Law’s team of dedicated blockchain lawyers can help you navigate this brave new world.  We stay up to date on the latest developments in blockchain technology and cryptocurrency regulation so that, together, we can position your business to thrive in this rapidly changing environment.

Representative services include:

Drafting offering documents and regulatory filings for cryptocurrency funds.  Leveraging the experience of our Financial Industry Practice, we generate private placement memoranda and associated offering materials for new funds investing in digital assets, while advising fund managers on any necessary Investment Adviser or Commodity Pool Operator registration and relevant Securities Act exemptions.

Helping companies register as Money Service Businesses (MSB) with FinCEN and apply for Money Transmitter Licenses (MTL).  Whether companies want to launch digital exchanges for professional traders or facilitate crypto-to-crypto and crypto-to-fiat trading for retail clients, they can find a home with Ziliak Law, as we help them strategize multi-state rollout paths and secure the necessary federal and state approvals.

Assisting with launches of security tokens under Regulations A, D, and S. “Crypto-Winter” notwithstanding, companies still need capital, and investors still want to participate in the growth of the DLT industry.  We ensure that fundraising rounds proceed the right way, minimizing risk to issuers while tuning the economic split between investors and issuers to reflect their respective needs and risk appetites.

Opining on security/non-security status of tokens both at time of issuance and after decentralization.  The Securities and Exchange Commission (SEC) has both penalized companies for issuing tokens it deems securities without following the corresponding regulations and confirmed that certain digital tokens are not securities, even if they started out that way.  We help token sponsors tell the difference, so that they can satisfy any applicable securities laws while also gaining access to utility-token-only exchanges where appropriate.

Aiding clients in the launch or procurement of broker-dealers so they can list security tokens for trading.  If you want to go beyond facilitating trading in cryptocurrencies and start listing securities on your digital asset exchange, we can help you satisfy the SEC, whether you take a “build” or “buy” approach to broker-dealer registration.

Ensuring clients satisfy their ongoing Anti-Money Laundering (AML) and Combating the Financing of Terrorism (CFT) obligations under the Bank Secrecy Act and other applicable laws and regulations.  We remain on your team long after the launch of your business, helping you meet all your regulatory compliance responsibilities.  This includes both drafting compliant AML and CFT policies and procedures and assisting with periodic and event-driven filings as the need arises.

blockchain-attorneys

MONEY TRANSMISSION, KYC/AML REGULATIONS

  • Federal registration with FinCEN as a Money Services Business
  • Individual state license applications pursuant to state money transmitter laws and regulations, including the New York Bitlicense
  • Evaluate existing AML/KYC policies, procedures, and internal controls
  • Develop and draft KYC/AML policies and procedures to comply with US Bank Secrecy Act and USA PATRIOT Act obligations

CRYPTOCURRENCY AND DIGITAL ASSET FUNDS

  • Fund formation, including drafting the fund’s operating agreement and subscription agreement, and private placement memorandum
  • SEC, CFTC, and state regulatory compliance
  • Investment management and investment adviser organization and compliance

LITIGATION

  • SEC, CFTC, FINRA, NFA, and state regulatory disputes
  • Private litigation

CRYPTOCURRENCY AND DIGITAL ASSET EXCHANGES

  • Advise on broker-dealer and alternative trading system (“ATS”) rules and regulations
  • Organize and register broker-dealer, advise on broker-dealer compliance
  • Apply for broker-dealer FINRA Membership
  • Assist in obtaining any requisite state level licenses
  • Formation and registration of designated contract market (“DCM”) or swap execution facility (“SEF”) if exchange trades commodity futures

BLOCKCHAIN INTELLECTUAL PROPERTY

  • Patent, trademark, and copyright filings
  • Infringement clearance evaluation

BLOCKCHAIN BUSINESS FORMATION AND FUNDRAISING

  • Organize blockchain businesses and draft operating agreements
  • Draft offering memorandum
  • SEC-compliant initial coin offerings
  • Evaluation of security and utility tokens