Entity formation, governance, and securities compliance for digital asset companies — structured to do things right the first time.
Most crypto legal problems are structural, and they surface at the worst possible moment — during a financing, an exchange listing, or an enforcement inquiry. A company that incorporates in the wrong place, issues a token without a securities analysis, or signs cross-border contracts that ignore local law has usually built the problem in months earlier without noticing.
As a crypto securities lawyer and corporate counsel, I help digital asset and fintech companies build a foundation that holds: entity structure, corporate governance, and securities compliance analyzed under the frameworks the SEC, the CFTC, and the DOJ actually apply to tokens, DeFi, and NFTs — reconciled with the tax and banking consequences that ride alongside them.
Is your token a security, a commodity, or neither?
The threshold question for almost every digital asset is jurisdictional: does the SEC treat it as a security, does the CFTC treat it as a commodity, or does it fall outside both? The answer drives everything downstream — how you can raise capital, whether an exchange will list, what you must disclose, and how regulators and the DOJ may characterize your conduct.
I analyze tokens under SEC v. Howey, asking whether buyers invested money in a common enterprise expecting profits from the efforts of others, and I work through the manner-of-sale exemptions — Regulation D, Regulation S, and the like — that can make an offering compliant rather than improvised. A payment stablecoin now also sits within the GENIUS Act's federal regime. For DeFi protocols, NFTs, and smart contract platforms the analysis is more nuanced, and getting it right before the raise is far cheaper than litigating it after.
Structure that survives diligence
Sophisticated investors, exchanges, and acquirers run real legal diligence. Entity selection, the cap table, governance, IP ownership, token allocation and vesting, and securities compliance all get examined, and weak spots become price or deal terms. I build companies so that diligence confirms the story instead of unraveling it — clean formation, sensible governance, and documentation that holds together across borders.
Because I also handle the tax, banking, and AML pieces, the corporate structure I design accounts for the whole landscape rather than one regulator's view in isolation. A structure optimized only for securities law that creates a tax problem, or a banking one, is not a structure that survives contact with reality.
Cross-border by default
Crypto companies are rarely confined to one country, and a US-only structure tends to break the first time money or a token has to cross a border. With offices in Miami and Medellín and experience structuring deals across the Americas, I help align US securities and corporate requirements with the realities of operating in Latin America — coordinating with local counsel where needed, bilingually, and without a gap between what your legal documents say and what your operating team actually does.
Building something that needs to be structured right?
From token analysis to entity formation, let's make sure your foundation holds up to investors, exchanges, and regulators.