Blockchain, Cryptocurrency, and Digital Asset Law

Cryptocurrency, Digital Asset, and Blockchain Law

  • Freeman’s Cryptocurrency, Digital Asset, and Blockchain attorneys are steeped in legal, tax, and regulatory issues related to cryptocurrency and other digital assets.
  • Our attorneys have been recognized nationally and internationally, including being named to U.S. News and World Report’s Best Lawyers in America list, Super Lawyers, and recognized by Chambers & Partners as among the leading attorneys in the United States. Nearly one-third of our attorneys serve as law professors at tier-one law schools.
  • Our professionals are well-versed in government enforcement initiatives and investigations relating to digital assets. We regularly represent clients in litigation and fraud investigations utilizing propriety data analytics and procedures to trace defrauded, stolen digital assets through blockchain transactions.
  • We offer turnkey virtual general counsel services, advising administrators, exchanges, and miners on compliance with regulatory and licensing requirements relating to exchanges; non-fungible tokens (“NFTs”); mining ventures; DeFi (decentralized finance); asset digitization; and other innovative, disruptive models.

Freeman is an innovative thought leader in the blockchain and cryptocurrency space. Blockchain and virtual currency activities take place in a rapidly-evolving regulatory landscape. We are at the forefront as these emerging technologies continue to revolutionize social and economic activities.

Virtual and crypto-currencies are built on blockchain technology—a technological innovation that allows for a distributed, decentralized digital ledger generally built upon cryptographic security mechanisms and consensus protocol.

This underlying blockchain protocol has evolved from abstract theory into a transformational force that is disrupting industries and regulatory regimes.

From a legal perspective, understanding the tax, regulatory, and other legal issues associated with blockchain technology and cryptocurrency requires an understanding of this underlying technology.

We offer turnkey virtual general counsel services and a deep understanding of the underlying technology and innovations, as well as the tax and legal issues associated with their use.

Innovative, disruptive change is at the heart of the digital asset revolution, pushing at the boundaries of the law. We help clients blaze a trail, positioning them to change the world.

The Cryptocurrency Legal Landscape

Cryptocurrencies and other digital assets have given rise to a complex, overlapping regulatory patchwork. We bring unique, multi-disciplinary experience and understanding of distributed ledger technologies, positioning our team to guide clients through the legal, regulatory, transactional, and policy issues applicable to cryptocurrency and digital assets. We assist clients with cutting-edge transactions in this rapidly evolving space, including:

  • Fund formation
  • ETF launches
  • Taxation
  • Non-fungible tokens (NFTs)
  • Acquiring and issuing tokens
  • Digitizing assets
  • DeFi (decentralized finance)

We assist clients with a cross-section of areas impacting digital currencies, including company formations; token sales and securities compliance, such as equity Crowdfunding, Reg A+, Reg D/506(c), and Reg S; DeFi projects; crypto fund formation; taxation; and cryptocurrency fraud, including digital asset tracing and recovery.

Legal Counsel For Cryptocurrency & Digital Assets

Our cryptocurrency and blockchain lawyers advise clients on issues related to:

  • Cryptocurrencies and other digital assets
  • Security and utility tokens, non-fungible tokens (NFTs), and stable coins
  • Decentralized finance (DeFi) networks, protocols and strategies
  • Smart contracts and token governance structures
  • Tokenization
  • Crypto mining
  • Initiatives and proposed regulation and legislation

Cryptocurrency Taxation

Cryptocurrencies involve unique tax considerations. Businesses and individuals need up-to-date guidance and insight regarding the tax law and its impact on virtual currency activities at the state, federal, and international levels. Freeman Law is positioned to advise clients on the latest cryptocurrency tax strategies and thinking.

The IRS and other tax authorities are aggressively enforcing tax laws with a heightened focus on cryptocurrency. The IRS and Department of Justice have increased the use of John Doe summonses targeting cryptocurrency transactions and have engaged in publicized campaigns to identify and target unreported cryptocurrency transactions.

We regularly counsel clients through voluntary disclosures to come into compliance while mitigating exposure. We also represent clients through current and amended tax returns; prior, unfiled tax returns; and in IRS examination and criminal investigations.

Exchange Licensing and Compliance

We represent clients through the exchange licensing and compliance process. We assist clients with various exchange-licensing services, including:

  • General Counsel and Legal Advisory Services
  • Offshore Entity Formation
  • Initial Decentralized Exchange Offerings
  • FinCEN Compliance and Money Services Business (“MSB”) Registration
  • State Money Transmitter Licenses (MTLs)
  • Anti-Money Laundering (“AML”) and Know-Your-Customer (“KYC”) Compliance
  • No-Action Letters for Crypto ATMs, Brokers, OTCs and Crypto Exchanges
  • Office of Foreign Assets Control (“OFAC”) Compliance
  • Regulatory Investigations and Defense

Coin Offerings and Securities Compliance

Freeman also offers legal and regulatory guidance with respect to Initial Coin Offerings (“ICOs”). ICOs raise particular regulatory challenges and risks. Depending on the circumstances, an ICO may be classified as the issuance of a security subject to state or federal security regulations or a commodity subject to CFTC oversight. Investors and issuers need astute legal counsel regarding these risks and associated compliance measures.

Our lawyers represent clients with respect to federal and state securities and commodities laws applicable to digital assets. Digital asset transaction, including those involving tokenized assets, decentralized finance (DeFi) products, and crypto-based investment vehicles.

Our attorneys guide clients through token sales and securities compliance, including equity Crowdfunding, Reg A+, Reg D/506(c), and Reg S. We counsel investors and other participants on projects in the growing DeFi industry, with clients including issuers of digital assets and asset managers investing in them.

Token-Based Financings and Crypto Funds

We assist clients in token-based financing, providing emerging companies and ventures with access to non-traditional funding opportunities. Token-based financing may involve regulatory compliance, essentially functioning as regulated offerings through the use of blockchain technology. We assist clients with the formation of crypto-based investment funds and ventures, including:

  • Legal opinions
  • Decentralized Autonomous Organization (“DAO”) ICO
  • Currency and Money Transmission Compliance
  • Commodity Futures Trading Commission (“CFTC”) Compliance
  • Securities and Exchange Commission (“SEC”) Compliance
  • Simple Agreements for Future Tokens (“SAFTs”)

Cryptocurrency Exchanges and Anti-Money Laundering Compliance

Cryptocurrency transactions can raise a host of other regulatory compliance challenges as well. Cryptocurrency issuers and administrators may be subject to “money transmission” regulations at both the state and federal level. FinCEN and state analog agencies administer “money transmission” regulatory regimes, which may include Anti-Money Laundering (“AML”) and Know-Your-Customer (“KYC”) compliance requirements. Violations and failures to properly register under these regimes may even give rise to criminal violations.

We assist clients with compliance under AML, Bank Secrecy Act (“BSA”), and
KYC regimes.

NFT Listings and Contracts

Non-fungible tokens (“NFTs”) represent a unique, digital item existing on a blockchain—a tokenized, blockchain-based unit with a unique ID that is linked to an underlying asset. A unique and emerging digital asset class, NFTs may represent virtually anything, from a JPEG to a contract, raising potential legal issues across anti-money laundering, intellectual property, taxation, cybersecurity, Commodity Exchange Act, and various state laws, including contract law. We provide the following NFT-related services:

  • Entity Formation, Operating and Partnership Agreements
  • NFT Development Agreements
  • NFT Licensing and Monetization
  • NFT Taxation
  • Intellectual Property, Including Trademark Clearance and Registration, Digital
  • Millennium Copyright Act (DMCA) Policy and Agent Registration
  • User Terms and Conditions
  • Privacy Policies
  • NFT Art License Agreements
  • Regulatory Review

Digital Asset Recovery

We have extensive experience representing clients in the recovery of digital assets, including litigation, disputes, and fraud investigations. We utilize propriety data analytics and procedures to trace defrauded, stolen digital assets through blockchain transactions, employing advanced, cross-sectional investigative and legal knowledge to hold fraudulent parties accountable.

We follow the money. We forensically analyze digital assets using investigative methodologies, fusing legal and investigative know-how. Our representation capabilities include:

  • Tracing stolen cryptocurrency across blockchains and jurisdictions
  • Disputes between customers and cryptocurrency exchanges
  • IRS examinations and criminal tax investigations
  • SEC investigations and civil defense
  • Business and investment fraud
  • Breach of contract disputes

International Experience

Freeman’s international experience and cross-border knowledge positions our firm to support clients in an inherently borderless technology. We utilize a network of relationships, providing comprehensive legal representation.

An Evolving Legal Landscape

The cryptocurrency and blockchain regulatory landscape is rapidly evolving across jurisdictions. Compliance with this overlapping regulatory patchwork—at both the state and federal level—requires innovation and cutting-edge legal advisors. Freeman Law, as a thought leader at the forefront of this space, offers just that.

Representative Matters

  • Representing client in IRS voluntary disclosure with respect to blockchain transactions predating 2014.
  • Representing clients in tax opinions relating to cryptocurrency.
  • Obtaining funds and cryptocurrency and assets seized by federal regulators.
  • Prepared tax returns and accounting analyses relating to complex cryptocurrency transactions.
  • Advising on Anti-Money Laundering/Know Your Customer issues and related compliance issues.
  • Advising on money services businesses and money transmitters and their registration requirements.
  • Advising regarding regulatory developments with respect to the IRS, SEC, Commodity Futures Trading Commission (“CFTC”), and FinCEN regarding cryptocurrencies and digital assets.
  • Working with companies considering initial coin offerings to navigate securities compliance under relevant U.S. federal and state laws.
  • Advising intermediaries in the cryptocurrency economy – including brokers and exchanges – on their compliance obligations.
  • Representing clients with Securities and Exchange Commission (SEC) securities exemptions.
  • Advising clients regarding Investment Company Act and Investment Advisers Act issues raised by use of blockchain technology.
  • Advising on the latest regulatory developments from the SEC, Commodity Futures Trading Commission (CFTC) and National Futures Association (NFA) regarding cryptocurrencies, cryptocurrency derivatives and other digital assets.
  • Working with companies considering initial coin offerings to navigate whether tokens are considered securities under relevant U.S. federal and state laws.

Have questions? Refer to our FAQs for Cryptocurrency.