From the earliest days of blockchain, our Emerging Company and Venture Capital Practice has provided critical guidance and legal advice to companies and entrepreneurs on the leading edge of this disruptive technology.

We work with top-tier blockchain and cryptocurrency projects, including decentralized apps; blockchain-powered networks; exchanges; trading, lending and payment platforms; enterprise solutions; and public cloud computing resources. Clients turn to us for advice as they tackle the operational and regulatory questions posed by blockchain-based networks, innovative capital-raising methods and investment vehicles.

Our lawyers have a sophisticated understanding of the technology that underpins our clients’ businesses and can identify nuances that may have a critical bearing on the way their projects are viewed by regulators. Our deep familiarity and frequent interaction with US federal and state regulators make us effective advocates as the constellation of securities laws and regulations impacting blockchain and digital currency continues to evolve. 

WilmerHale’s securities, futures and derivatives, broker-dealer and corporate governance lawyers know the regulatory terrain from the inside and understand the priorities of the regulators. Our team features a roster of high-ranking regulatory alumni, including more than 20 lawyers who have held senior positions at the SEC, three of them former directors—one who oversaw the Division of Corporation Finance and two who led the Division of Enforcement.

Our lawyers assess clients’ business plans and help them build new cryptocurrency products while navigating federal agency approval. We advise on the questions clients face where established federal securities law meets blockchain technology: “How do I know whether my token is a security?” “Does my private placement qualify for a Reg D exemption?” “Do I need to register as a broker-dealer?”

Our clients include stablecoin issuers, bitcoin swap execution facilities, digital asset trading platforms, futures exchanges, service providers and intermediaries. We also advise companies issuing tokenized securities to create liquidity in traditionally illiquid assets in order to open secondary trading markets, and those using blockchain technology to facilitate the trading of conventional securities.

Large financial industry clients seek our advice on the securities law implications of proposed cryptocurrency projects, as well as assistance in responding to regulatory and enforcement inquiries into potential products and services. 

As cryptocurrency enforcement priorities crystallize and regulatory investigations and proceedings arise, no firm is better prepared to help companies or individuals respond to a subpoena, interface with regulators and policymakers, and mount a strategic defense.

In recent years, we have represented clients in multiple SEC probes, ranging from informal inquiries to formal investigations, and in significant SEC enforcement actions—often involving parallel inquiries conducted by the DOJ, the Commodity Futures Trading Commission (CFTC), the Financial Industry Regulatory Authority (FINRA), the United States Congress, and state securities regulators and attorneys general. We have also prevailed in a series of high-profile trials against the SEC, in both federal court and in administrative proceedings.

In defending our clients, we have addressed complex issues involving alleged securities fraud, false disclosures, stock manipulation, false statements to auditors, and internal controls deficiencies. We have also regularly handled matters that have implicated the intersection of cryptocurrency and blockchain issues with the securities laws.

Our team includes a long list of former SEC officials with insight into enforcement priorities affecting the cryptocurrency space. Among others, our securities enforcement team includes the former Director of Enforcement who was in place when the SEC issued its seminal DAO Report, which set forth the framework the SEC used to assess whether unregistered offers and sales of tokens violated the securities laws. 

Blockchain technology and convertible virtual currencies add an extra layer of complexity to existing financial and regulatory systems dealing with the challenge of money laundering, sanctions and other aspects of national security and illicit finance.

WilmerHale’s experienced anti–money laundering (AML) and sanctions team frequently advises on regulatory and law enforcement matters, including Bank Secrecy Act (BSA) recordkeeping and reporting requirements and regulations and sanctions administered and enforced by the US Department of Treasury’s Financial Crimes Enforcement Network (FinCEN) and the Office of Foreign Assets Control (OFAC).

We work with virtual currency exchanges to develop AML and sanctions compliance programs, advising them on the federal and state compliance and licensing obligations of entities defined as money services businesses or money transmitters. We also counsel regulated financial institutions that may be accepting or transacting in cryptocurrency or considering adding the processing of virtual currencies to their line of products and services.

Our AML and sanctions team includes alumni of the Treasury Department, the Office of the Comptroller of the Currency (OCC), the US Department of Justice, the Federal Bureau of Investigation (FBI), the Central Intelligence Agency (CIA), and various US Attorneys’ offices, including the US Attorney’s Office for the Southern District of New York.