Digital Currency & Blockchain

Using knowledge gained from a decade of direct experience, and incorporating the most up-to-date regulatory developments, we advise clients on the design and functionality of native digital assets as well as the allocation and distribution of digital assets to ecosystem participants and communities. We are keenly focused on providing business-minded advice, which is why our clients note that we “pair legal advocacy with a sensibility and eye toward commercial realities.” Our team also assists foundations and DAOs in implementing governance infrastructure from its ideation to its execution and launch with creative solutions and practical implementations.

Our experience includes counseling on the development, design, and structuring of decentralized networks and blockchain projects, platforms, protocols, blockchain gaming and game-related products, decentralized finance (DeFi), non-fungible tokens, and digital asset marketplaces.

We are a leader in supporting and servicing crypto-focused founders from company formation and initial fundraising to subsequent financings, recapitalizations, and exit strategies, including M&A and initial public offering (IPO). Our lawyers have extensive experience in offshore and foundation structuring, including with regard to tax and regulatory considerations.

Our client roster includes leading venture capital and private equity firms as well as innovative startups and emerging companies that create digital wallets, trading platforms, e-commerce outlets, stablecoins, blockchain infrastructure and tools, and other cutting-edge technology related to the industry.

Clients call upon our litigators to advise on the full gamut of white-collar defense, regulatory investigations and enforcement matters, civil litigation (including trade secret and defamation litigation), securities litigation, and bankruptcy matters involving blockchain, digital assets, and cryptocurrency. Our team includes former federal prosecutors and lawyers with past tenures at the SEC who have decades of experience representing clients in front of major regulatory and enforcement agencies, including the SEC, CFTC, DOJ, and IRS.

We represent major US exchanges, industry innovators, and investors in first-of-its-kind and high-stakes litigation. Our depth of trial and arbitration experience, class action expertise, and connections to the specialized business litigation courts across the country set us apart from our peers.

Our team excels at structuring sophisticated and complex technology transfer and licensing agreements, covering patents, trademarks, and software licenses, while managing legal risks across transactions. We represent clients in licensing and services agreements with respect to digital asset staking, blockchain node and validation services, digital asset custody, management, and trading.

Our global practice handles all aspects of M&A involving blockchain companies and digital asset firms. We assist clients in structuring deals and addressing regulatory requirements and advise on securities law compliance during acquisitions to ensure a smooth transaction process. Our robust Venture Capital and Private Equity practices bolster our capabilities to advise on major deals that are shaping the industry. Goodwin is often recognized as the most active law firm globally and in the US for representing companies in M&A transactions, reflecting our industry-specific focus and client-centric approach.

We advise investment banks, issuers, and institutional investors on the full range of capital market transactions. Our blockchain- and crypto-specific capital markets experience ranges from representing special purpose acquisition companies (SPACs) in their blockchain and digital asset company targets to representing issuers and underwriters in offerings for blockchain and related technology companies. We have also represented a public company’s subsidiary in their digital asset token rights offerings under Regulation D and Regulation CF. We work with blockchain industry issuers seeking to explore the potential resources of the public capital markets through convertible note offerings or traditional IPOs.

Our tax experts use their experience with digital asset transactions to counsel on the full range of federal, state, and international tax issues that arise, including daily corporate matters, the structuring of strategic, commercial, and financial transactions, and the unique considerations of cryptocurrency transactions such as staking income, token launches, and DeFi lending.

Our lawyers advise startup, emerging growth, and public companies on the full range of compensation and employee benefit issues, including token-based compensation programs. We also have extensive experience in handling the compensation and benefits aspects of M&A, IPO, and SPAC transactions.

Members of our Brokers, Exchanges, and Trading practice counsel clients on broker-dealer and securities market regulation, including compliance and supervision. We also help clients navigate new business initiatives such as expansions into new asset classes (e.g., crypto or options trading) or applications of existing state and federal regulation of exchanges, clearing activity, and secondary trading activity, including advice on required regulatory permits, personnel licensing, product deployment, and commercial relationships.

We regularly counsel payment services and blockchain and digital currency companies on the Financial Crimes Enforcement Network’s money service business regulation and anti–money laundering requirements in addition to advising on structuring compliant products and services for blockchain innovators. Our team also has experience in handling diligence matters related to the investment in or acquisition of blockchain and fintech businesses.

Our lawyers offer counsel on structuring, formation, marketing, management, and regulatory compliance of venture capital, growth equity, and private equity funds across a variety of sectors, including those specific to digital assets and blockchain technology.

We also assist clients in the creation and launch of registered funds. Our team members’ experience includes advising on securities law compliance and tax issues in connection with crypto fund structuring, distribution and custody matters, and the proposed offering of various forms of public crypto funds, including spot crypto exchange-traded funds and 1940 Act funds based on crypto futures.