Cryptocurrency & Blockchain

Blockchain

Ropes & Gray is one of the leading firms in cryptocurrencies, digital assets and blockchain. Our attorneys have a deep understanding of these developing technologies and are at the forefront of industry trends and issues.

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Overview

Our experience combined with our integrated, cross-practice approach positions us at the forefront of the market, advising a wide variety of clients on the full range of matters related to digital assets, including fund formation and investing, securities laws (or SEC regulation), commodities laws (or CFTC regulation), enforcement matters and tax planning.  Our cryptocurrency and blockchain practice is also fully integrated with our comprehensive FinTech service offering.

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SEC, CFTC & Other Regulations

  • Counseling on SEC, CFTC and other regulations applicable to asset managers, issuers of virtual currencies and tokens, foundations, DAOs and other entities operating in the crypto and blockchain space
  • Analysis of whether coins/tokens, NFTs and other digital assets may be securities or commodities, and the implications of any applicable regulatory frameworks
  • Advising on novel issues related to cryptocurrency derivatives, both OTC and cleared
  • Considerations related to the formation of DAOs, initial coin/token offerings, minting of NFTs, grants and other token disbursement programs
  • Advising on the restrictions and requirements for reselling tokens that are securities, including applicable waiting periods

Fund Formation and Investing

  • Formation and structuring for registered funds, ETFs and private funds, including venture and hedge funds
  • Advising clients regarding investments in ICOs, SAFTs, token warrants and equity and debt investments in blockchain-focused companies and with respect to staking, decentralized finance (DeFi), lending of digital assets, offshore trading considerations and other similar investment activities
  • Preparation of fund documents such as private placement memorandums, limited partnership agreements, subscription booklets and investment management agreements
  • Negotiating side letters with investors and arrangements with administrators and other service providers
  • Negotiation of cryptocurrency custody agreements and derivatives trading documentation
  • Advising institutional investors on due diligence considerations associated with investments in private funds investing in digital assets

Litigation, Enforcement & Compliance

  • Guidance through evolving regulatory and enforcement landscape, including proceedings and investigations involving federal and state regulatory and law enforcement authorities (DOJ, SEC, CFTC, SROs)
  • Risk management and compliance guidance regarding custody, AML, MNPI, registration, and other digital asset enforcement priorities, including developing bespoke compliance manuals, policies and procedures
  • Securities, class action, and trademark enforcement litigation

Strategic Transactions and Licensing Practice

  • Advising clients on public market mergers and acquisitions with and of crypto and blockchain companies
  • Guidance on infrastructure partnership and commercial arrangements with organizations that mint and issue digital assets
  • Assistance with entity formation, financings and joint ventures for companies creating and developing digital assets
  • Advising on the integration of digital assets into advertising, marketing and other consumer facing activities and related legal considerations
  • Integration of expertise in data privacy, cybersecurity, anti-trust, securities/commodities regulation, tax and brand protection and enforcement into strategic and commercial transactions

Tax Planning and Structuring

  • Evaluating tax consequences of cryptocurrency investments to different taxpayers in light of IRS guidance that cryptocurrencies are ‘property’ and applicable tax treatment of air drops, staking, lending, other DeFi activities
  • Determining whether a fund is engaged in a US-trade or business and evaluating the application of safe harbor rules to various cryptocurrencies
  • Evaluating the treatment of cryptocurrencies and derivatives on cryptocurrencies under rules applicable to repurchase and lending transactions, straddles, wash sales, constructive sales, mandatory and elective mark-to-market recognition of gains and losses
  • Advising nonprofit organizations regarding acceptance of cryptocurrency donations

Experience

  • Advised Bain Capital on the launch of a $560 million crypto currency fund, the private equity firm’s first such fund, which will invest into about 30 companies over several years
  • Represented Sands Capital Management in the $250 million Series G financing for Nubank, the largest independent digital bank in the world
  • Advised Accolade Capital Management on the launch of Accolade Blockchain Fund LP, a hybrid fund of funds focused on investment in digital assets funds
  • Representing an asset management firm on the launch of multiple funds that invest in bitcoin and other digital assets, including advising on related regulatory matters
  • Advising a Bitcoin Futures Fund that is the first US registered investment company that invests primarily in Bitcoin futures.
  • Advised Pacific Investment Management Company LLC (PIMCO) in a $20 million investment and licensing agreement with Beacon Platform, Inc., a developer of cloud-based integrated data and financial analytics platform
  • Represented Blockchain Luxembourg SA, a cryptocurrency trading platform, in its $300 million Series C financing
  • Advise Protocol Labs, a leading open-source research and development laboratory that builds cutting-edge protocols, tools, and services to improve the internet, in connection with all of its investment activities and with a wide range of transactional, IP, operational and securities law matters
  • Represent Galaxy Digital, a global multi-strategy investment firm focused on digital assets and blockchain technology, in all aspects of its investment advisory business
  • Represented Bain Capital in its $75M acquisition of FleetCor Technologies, a provider of fuel cards and workforce payment products and services in North America, Latin America, Europe, Australia, and New Zealand
  • Representing a worldwide online payments system as PTAB counsel in two separate patent disputes directed to mobile payment technologies
  • Represented Deconet in drafting the first blockchain-transferable software license, the Deconet Software License Agreement
  • Advising the founders of a top 10 token by market capitalization on fund formation and investment matters
  • Advising a leading entertainment company on all aspects of the development and minting of NFTs
  • Advising a NewCo on its creation of a corporate structure to facilitate the creation of a company creating DAO infrastructure tools and a series of vertical sub-chain DOA joint ventures
  • Advising a leading cryptocurrency company on a series of investments and the formation of a number of funds and grant/investment/token disbursement programs
  • Assisted a leading provider of Bitcoin technology and financial services solutions with the filing of a registration statement for a Bitcoin ETF
  • Advising multiple non-profits, including leading universities and hospitals, on due diligence considerations regarding accepting and storing charitable digital asset donations

Clients

  • Accolade Capital Management
  • Arrowstreet Capital
  • Baillie Gifford
  • Bain Capital
  • The Blockchain Association
  • Boston Children’s Hospital
  • The Decentralized Code Network (Deconet)
  • The Digital Asset Trade Association
  • Dragoneer Investment Group
  • The Electronic Frontier Foundation
  • Founders Fund
  • Galaxy Asset Management
  • Gemini Trust Company
  • Genstar Capital
  • Harvard Management Company
  • Menai Financial Group
  • Nordic Capital
  • PayStand
  • PIMCO
  • Protocol Labs (Filecoin)
  • Robert Moses' Kin
  • Runa Digital Assets
  • Sequoia Capital
  • Stanford University
  • Temasek
  • TPG Capital | Rise Fund
  • Tribe Capital Management, LLC
  • The Vanguard Group
  • Welsh, Carson, Anderson & Stowe
  • We also represent many other clients in the crypto, digital assets and blockchain space and within the entertainment and asset management industries where our engagement is confidential.
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