Planning a Token Offering?
Schedule a confidential consultation before you raise. Structure is far cheaper to fix in advance.
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Token offerings structured for securities law compliance, from classification analysis through offering documents.
The threshold question in any token offering is whether the instrument is a security. US courts apply the Howey test, which asks whether there is an investment of money in a common enterprise with an expectation of profits derived from the efforts of others.
Labeling a token a utility token does not by itself answer that question. The SEC has repeatedly taken the position that how an instrument is marketed and sold matters at least as much as its technical function.
We analyze the token, the sale structure, and the marketing before documents are drafted, so the offering is built on a defensible position rather than a hopeful one.
A written assessment of whether the token, as structured and marketed, is likely to be treated as a security.
Simple Agreements for Future Tokens sold to accredited investors ahead of network launch.
Private token sales to accredited investors under Rule 506(b) or 506(c).
SEC-qualified offerings that permit sales to non-accredited investors, subject to Tier 2 requirements.
Structuring offshore components of a token distribution for non-US purchasers.
Assessment of the risk profile of an existing or completed token sale.
Written analysis of securities status under current SEC guidance and case law.
Private placement memoranda, subscription agreements, and token purchase agreements.
Representation in SEC investigations and enforcement actions involving digital assets.
Guidance on secondary trading, exchange listings, and continuing obligations.
Schedule a confidential consultation before you raise. Structure is far cheaper to fix in advance.
Schedule Your Free ConsultationOr call us directly (866) 312-5711