Digital Assets
Cryptocurrency Offerings
Token offerings structured for securities law compliance, from classification analysis through offering documents.
Is your token a security?
The threshold question in any token offering is whether the instrument is a security. Courts apply the Howey test: an investment of money in a common enterprise with an expectation of profits derived from the efforts of others.
Calling a token a utility token does not answer that question. 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 rests on a defensible position rather than a hopeful one.
Token offering approaches
01
Howey analysis
A written assessment of whether the token, as structured and marketed, is likely a security.
02
SAFT structures
Simple Agreements for Future Tokens sold to accredited investors ahead of launch.
03
Regulation D offerings
Private token sales to accredited investors under Rule 506(b) or 506(c).
04
Regulation A+ tokens
SEC-qualified offerings that permit sales to non-accredited investors.
05
Regulation S
Structuring offshore components of a distribution for non-US purchasers.
06
Enforcement exposure
Risk assessment of an existing or completed token sale.
Digital asset legal services
Token classification opinions
Written analysis of securities status under current guidance and case law.
Offering documentation
PPMs, subscription agreements and token purchase agreements.
Regulatory defense
Representation in SEC investigations involving digital assets.
Ongoing compliance
Guidance on secondary trading, listings and continuing obligations.
Planning a token offering?
Talk to us before you raise. Structure is far cheaper to fix in advance.
