Blockchain & Digital Assets
Empowering your move into the future of blockchain technology.
Perkins Coie lawyers have been trailblazers in the field of blockchain and digital assets since the inception of the technology. We have been legal counsel to the first blockchain projects conceived and continue to advise a wide range of digital asset clients.
Our team is celebrated for its profound understanding of the legal environment pertaining to distributed ledger technologies and digital currencies. We’ve partnered with a wide spectrum of clients, from burgeoning startups to established corporate entities. Our lawyers possess extensive experience in various domains, including regulatory compliance and enforcement, product counseling, corporate finance, mergers and acquisitions, securities law, offshore corporate structures, privacy, intellectual property, cybersecurity, know your customer, trust charters and money transmission licensing, digital payments, and litigation.
Our mission is to assist our clients in leveraging the benefits of blockchain technology while navigating compliance with multiple regulatory regimes. We frequently advise on issues concerning cryptocurrency and blockchain in the financial domain, such as the custody of digital assets, L1 and L2 blockchains, asset-backed tokens, tokenized real-world assets, securities tokens, decentralized autonomous organizations (DAOs), decentralized finance (DeFi), staking, smart contracts, non-fungible tokens (NFTs), cryptocurrency, and stablecoins.
How we help clients
- Venture funding and acquisitions
- Executive compensation and equity/token allocations
- Corporate structure and offshore strategies
- Product counseling and commercial strategies
- Applications, registrations, and chartering of financial institutions
- Regulatory compliance
- AML/BSA compliance
- Enforcement and litigation
We frequently represent
- Wallets, exchanges, and custodians
- Token issuers
- Web3 protocols (Layer 1 and Layer 2)
- DAOs
- NFT platforms, marketplaces, and issuers
- Blockchain industry organizations
Capabilities/Areas of Focus
Venture Finance & Corporate Structure
We support both companies and investors in realizing their investment and capitalization plans and transactions. Our finance lawyers are deeply engaged in the dynamic blockchain venture space, where they have been instrumental in guiding some of the highest-profile projects through the capital-raising process. Backed by a wealth of insight into securities law and corporate governance, our team is particularly adept at advising high-growth emerging companies on the intricacies of venture capital financings, mergers and acquisitions, public offerings, and private placements.
Our corporate team is skilled in structuring a variety of innovative corporate entities, including partnerships and joint ventures, and collaborating with offshore counsel to establish foundations and trusts. We provide customized legal solutions that meet the unique needs of blockchain and digital asset clients, ensuring compliance and strategic advantage in a rapidly changing market.
Our executive compensation services are equally comprehensive, offering innovative token-based compensation strategies that leverage blockchain technology to help businesses attract, retain, and reward top talent in a manner that aligns with both regulatory requirements and corporate goals.
Product Counsel & Commercial Strategies
We equip companies to boldly manifest and monetize their innovations while navigating evolving legal and regulatory risks. Our team offers unwavering guidance through the intricacies of operating in U.S. markets, from counseling on product design and recommending and negotiating strategic partnerships to advising on and supporting efforts to become a regulated financial institution when appropriate. We understand that U.S. regulatory compliance is particularly challenging in this novel area for projects seeking to expand and develop in the United States. We leverage our extensive history, dating back to the inception of this technology, to help clients comply with relevant regulations when fundraising, launching products, and expanding into new markets. At the same time, we understand that strong relationships with partners, customers, and investors are also critical to growing your business, and we provide indispensable support for our clients by harmonizing their regulatory and product strategies with their commercial efforts. We offer strategic counsel on a spectrum of regulatory and commercial challenges—including the complexities of securities laws, litigation developments, anti-money laundering (AML) requirements, and consumer protection—and ensure that your products and services are not only legally sound, but also primed for market success.
Licensing & Chartering
In the highly regulated financial services sector, the acquisition of the appropriate bank or trust charters or money transmissions licenses is a crucial milestone for future growth and operational excellence. Our legal services for chartering and licensing of financial institutions have been designed to support companies as they maneuver the intricate legal and regulatory requirements at both state and federal levels. We offer comprehensive guidance on the application process, compliance obligations, and continuous regulatory maintenance, ensuring our clients are prepared to meet the stringent standards set by regulatory agencies. Our profound understanding of the financial regulatory landscape helps our clients establish a solid foundation for their financial services operations while minimizing risks, streamlining the approval process, and building healthy relationships with regulators.
Anti-Money Laundering / Bank Secrecy Act
In the swiftly changing regulatory environment in which blockchain and digital asset companies operate, compliance with anti-money laundering and countering of terrorism finance (AML/CFT) requirements under the Bank Secrecy Act (BSA) and similar laws is of utmost importance to maintain operational integrity and avoid legal consequences. For those not directly subject to the BSA, it is equally critical to address illicit finance risks proactively to prevent misuse, protect the company and its reputation, protect customers, and ensure continued access to banking services.
With our distinguished BSA/AML team—including Jim Vivenzio, who previously served 32 years with the U.S. Office of the Comptroller of the Currency as the director for BSA/AML Policy and senior counsel for BSA/AML—we offer a suite of services tailored to the distinctive compliance challenges faced by blockchain and digital asset enterprises. Our goal is to help you construct a compliance framework that complies with the law and is both rigorous and responsive, mitigating risks and cultivating trust with all stakeholders.
Litigation & Enforcement Defense
The regulatory environment has grown increasingly complex for our blockchain clients, particularly for cryptocurrency exchanges and token issuers. We have countered aggressive enforcement by the U.S. Securities and Exchange Commission, Commodity Futures Trading Commission, the U.S. Department of the Treasury, and state regulators through a variety of litigation, informal and confidential settlements, and public consent orders.
Our litigation and enforcement defense team is committed to offering comprehensive legal support to emerging and established blockchain-based businesses. With broad experience in securities, regulatory, and civil litigation, as well as criminal investigations, we are prepared to guide clients in the fintech and blockchain industries. We are adept at assisting businesses with navigating regulatory complexities and crafting effective compliance strategies.
Since 2012, we have been at the forefront of several high-profile enforcement actions and litigations. Notably, we represented early cryptocurrency exchanges in precedent-setting cases and recently defended major blockchain firms in substantial disputes with regulators. Our exceptional proficiency is reflected in the Chambers Fintech Guide’s esteemed Crypto-Asset Table, which highlights our significant contributions to the sector. We also regularly provide thought leadership at high-profile conferences and in articles and contributions to key legal treatises.
Our Team
Insights
News
Professional Experience
Blockchain, Digital Assets & Custody Experience
IMVU’s VCOIN SEC Staff No-Action
Represented IMVU, Inc. in obtaining a no-action relief from the U.S. Securities and Exchange Commission (SEC) staff that clears the way for its client, IMVU Inc., to sell VCOIN, a blockchain-based digital asset, as a transferable non-security to its users worldwide. This is the first SEC staff no-action letter involving a blockchain-based digital asset that can be transferred outside of a closed platform and exchanged for fiat currency. With these important features, VCOIN is a new way for IMVU’s users to earn value that can be converted into cash and used in the real world.
Stablecoin Experience
- Advise FDIC-insured bank on regulatory, capitalization and compliance issues related to launching a USD-backed stablecoin.
- Advised group of companies on regulatory and contractual issues involved with launching a USD-backed stablecoin.
- Advise technology company on regulatory issues involved with prospective use of DiemUSD stablecoin.
- Advise US cryptocurrency exchanges on regulatory issues involved with support of stablecoins for trading.
- Counsel for digital asset custodian in obtaining a national trust bank charter from Office of the Comptroller of the Currency, including advice on bank policies and procedures related to customer onboarding, capitalization and stablecoin support.
- Counsel for multiple digital asset custodians in obtaining limited purpose trust company charters from the New York State Department of Financial Services, including advice on policies and procedures related to customer onboarding, capitalization and stablecoin support.
Digital Asset Exchanges
Advised numerous digital asset trading desks and exchange businesses on the implication of federal and state money transmission and payments laws on the respective business models, including engaging with state regulators via applications and no-action letters.
MoneyGram
Advised MoneyGram by assisting in negotiations and drafting of agreements related to contemplated product integrations with digital asset products offered by Calibra and Coinme.
Launching Margin Trading Products
Counselled several major digital asset exchanges on the federal and state law implications of launching margin trading products, including conducting meetings with the CFTC and preparing applications for state lending licenses.
Crypto Civil Litigation and Enforcement
In 2018, we were retained to represent numerous entities involved in the cryptocurrency environment related to investigations being conducted by state and federal agencies. Our investigations break down into two sections: civil litigation and enforcement. We are currently handing 12 SEC investigations that primarily center on whether various entities raised funds through an unregistered public offering, and whether they acted as unregistered broker-dealers or investment companies. Separately, the SEC is also looking into possible misrepresentations and misuse of proceeds in a few of these matters. On the state side, we have represented 8 entities in responding to information requests and subpoenas by state agencies.
Overstock.com
Represented Overstock in its shelf registration statement of the first ever SEC-registered public offering of digital securities and the first project to use blockchain technology. Overstock created a startup called T0 that served as the trading platform for digital securities. We represented Overstock in the creation of the startup and prepared the shelf registration statement for the public offering.
Blockchain and Manufacturing
Advised a designer and producer of ASIC chips and products and PCB boards on technological and data management aspects of its integration of blockchain technology into its everyday applications.
Advise to the Government on Blockchain
Advised 15 U.S. House Representatives and Senators on ways to integrate blockchain technology into government functions to reduce bureaucracy.
Blockchain for Financial Services
Advised PeerNova on the development of it blockchain-based financial services technology platform.
Blockchain: Financing
Represented a provider of data layer platform technology that records and stores any type of data into the blockchain in its preferred stock financing.
Blockchain: Regulatory Compliance
Advised a provider of data layer platform technology that records and stores any type of data into the blockchain on regulatory compliance in connection with international trade activities.
Virtual Currency Investment
Represented Andreessen Horowitz in a $25 million Series B investment in Coinbase, a San Francisco-based Bitcoin wallet and platform where merchants and consumers can conduct transactions with digital currency. The investment was the largest investment to date in the Bitcoin and virtual currency industry.
Money Transmission License
Helped CoinMe, a Bitcoin kiosk company, obtain the first money transmission license issued by Washington state to virtual currency.
First Ever Bitcoin Tax-Exempt Status
Assisted BitGive Foundation in obtaining tax-exempt status. This is the first time the IRS has granted tax-exempt status to a bitcoin nonprofit charitable organization.
Drafting Anti-Money Laundering Policies
Assisted an industry-leading Bitcoin kiosk company by developing their security and anti-money laundering policies.
Developing Anti-Money Laundering Programs
Developed comprehensive anti-money laundering programs tailored to virtual currency offerings for several virtual currency companies.
Virtual Currency Startups
Represented multiple startup clients in corporate and regulation work, including wallet providers and mining companies.
Subpoenas and Cease and Desist Letters
Helped virtual currency companies respond to subpoenas and cease and desist letters.
Unfair Competition in Virtual Currency
Obtained dismissal for a virtual currency client from a case alleging unfair competition, unjust enrichment and gross negligence for allegedly failing to obtain a money transmitter license in California.
Wage and Hour Issues With Virtual Currency
Advised virtual currency company on wage and hour issues related to compensating employees in virtual currency.
Insurance
Guided virtual currency companies through the process of securing insurance for significant risks, including for theft of virtual currencies and protecting the board of directors.
Virtual Currency Company Terms and Policies
Developed terms of service, terms of sale and privacy policies for multiple virtual currency companies.
Bankruptcy
Representing depositor in Mt. Gox Chapter 15 bankruptcy case.
Nasdaq
Represented Nasdaq in the development of its blockchain-based technology platform Nasdaq Linq, first used by software developer and infrastructure provider Chain.com to issue shares on December 31, 2015. Nasdaq Linq is a digital ledger technology that leverages a blockchain to facilitate the issuance, cataloging and recording of share transfers for privately held companies.
Money Transmission Licensing
Counsel and aid several clients in obtaining state money transmitter licenses, including providing a state-by-state report.
Token Sales
- Represent a blockchain software technology company on several token sale projects currently in process.
- Represent a token sale advisor on several token sales currently in process.
- Represent Citizens Reserve with respect to regulatory advice and licensing as relates to issuing of tokenized assets.
Enforcement (FinCEN)
Counsel client on U.S. Department of the Treasury Financial Crimes Enforcement Network (FinCEN) issues.
Tokenization Fund
- Represent fund raising capital to invest in token sales currently in process.
- Represent fund creating tokenized LP interests for sale currently in process.
Blockchain for Enterprise
Enterprise Ethereum Alliance Inc.: Not-for-profit formation, open-source IP consult and advising firm for the alliance.