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BLOCKCHAIN & CRYPTO ASSETS

Developing, Advancing and Protecting
The impact of blockchain technology and the use of crypto assets are rapidly intersecting within nearly every industry. Whether you are a start-up or an international powerhouse, a licensee or licensor, a vendor or a customer, your business deserves counsel that has the technical and legal knowledge to support your business' development and growth while protecting your interest.

How We Can Help You

Driven by the needs of our clients, Buchanan is proud to have assembled a team of attorneys and government relations professionals focused on helping companies and individuals navigate the rapidly evolving impact that decentralized technology and virtual currencies are having on their industry, clients, business and personal investments. Our dedicated professionals in the Blockchain and Crypto Assets Practice Group are prepared to assist clients with a variety of opportunities and challenges during each stage of the business lifecycle.

Formation and Development

Regardless of your industry, understanding how to negotiate and protect the technology and value of your company is essential. Our professionals strive to leverage our technical experience, legal knowledge, and practical business judgment to bring your company to market while partnering with you to maximize opportunities and protect you from the risks of business that may include among others: contract review and negotiation, regulatory oversight at various agencies, employment, financing, intellectual property, securities law regulation, tax and issues pertaining to cybersecurity threats.

Intellectual Property

Buchanan’s professionals in the Intellectual Property practice group are at the frontier of assessing and understanding the challenges that arise with the use of blockchain technology, including the following types of matters:

  • Preparation of a clean room agreement between health care providers each having electronic access to transacted confidential information records in a peer-to-peer network ultimately reviewed by a third party health care consultant.
  • Preparation and prosecution of U.S. patent applications directed to using blockchain in voting systems, payment systems, and smart contracts, among others.
  • Management of worldwide IP portfolio directed to blockchain technology for leading U.S. financial services company.

Tax, Compliance and Finance

Tax

Our experienced Buchanan tax lawyers can assist clients to decipher the complex myriad of federal and state tax rules as they apply to an underlying transaction;  for example, understanding the treatment of capital gains or losses, as well as a host of tax issues relating to your digital wallets, among other matters. While the IRS has provided some basic guidelines as to how taxpayers should treat cryptocurrencies for U.S. federal tax purposes, much is still open for interpretation, including matters pertaining to domestic and international information reporting. Buchanan’s tax professionals are well-poised to provide advice during times of volatility and nascent technology developments.

Examples include:

  • Assistance before the IRS in case of audits, tax litigation, and regulatory compliance.
  • Assistance with classification and treatment of cryptocurrencies to determine federal and state tax consequences to report capital gains from the sale or transfer of cryptocurrencies (including use of virtual currency for goods and services).
  • Assistance with information reporting, domestic and international.
  • Treatment of NFTs and DeFI for U.S. tax laws.

The Compliance and Finance groups provide advice regarding regulatory matters that touch on blockchain and cryptocurrencies.

Examples include:

  • Designed, implemented, and monitored compliance programs for international companies and organizations related to sanctions implemented and enforced by the Department of Treasury, Office of Foreign Assets Control (OFAC) and the Foreign Corrupt Practices Act (FCPA).
  • Conducted numerous internal investigations related to potential violations of international sanctions and compliance regimes, including the FCPA, the U.K. Bribery Act, and Bank Secrecy Act.
  • Developed policies and procedures for financial institutions related to Anti-Money Laundering (AML) and Know-Your-Customer (KYC) statutes and regulations.
  • Represented multinational companies and organizations before various federal and state agencies and regulators, including the Department of Justice, the Securities and Exchange Commission, OFAC, and the Federal Trade Commission.

U.S. Securities Law

The regulation of the use of blockchain in the financial services sector varies based on the financial service provided using blockchain. For example, the Securities and Exchange Commission (SEC) has authority over exchanges on which crypto assets that are considered securities are traded, while the Commodity Futures Trading Commission (CFTC) has authority over exchanges on which derivative contracts for crypto assets are traded. In some cases, a service may be subject to regulation by both the SEC and the CFTC.

Examples include:

  • Developed a technical briefing for SEC Fin Hub team and other SEC staff on how blockchain and ICOs work, their pitfalls, regulations, cyber, and other areas of concern.
  • Analyzed a token's compliance as it pertained to U.S. securities laws.
  • Assisted with corporate governance and security filings for a cryptocurrency company.

Litigation, Labor and Employment

Buchanan’s Litigation, Labor and Employment lawyers are tasked with understanding the rights and responsibilities of parties with respect to their transactions involving crypto assets, including the following types of matters:

  • Litigation regarding securities fraud, breaches of fiduciary duties, market manipulation claims, valuation claims, failures to act in a retail customer’s best interests, and consumer class actions.
  • Advice on whether investments are securities based on the Howey test of whether there was an investment of money, an expectation of profits and the investment of money is in a common enterprise and the profits come from the efforts of a promotor or a third party.
  • Litigation regarding scope of work or contract disputes regarding a network’s intended functionality.
  • Litigation relating to lost business opportunities or reputational harm.
  • Statutory and regulatory compliance litigation.
  • Disputes between founders of companies and intellectual property rights disputes between founders.
  • Cyber fraud litigation based on hacking and cyber post-event crisis management.
  • Litigation involving rogue individuals looking to steal confidential information for gain or start competing companies based on information obtained illegally.
  • Partnership disputes relating to ownership and books and records rights.
  • Private arbitration and mediation proceedings.
  • Counsel international companies on employment issues triggered by cross-border transactions such as spinoffs, carve-outs, private equity transactions, mergers and acquisitions, and IPOs involving crypto assets.
  • Draft employment, severance, separation, non-compete, non-disclosure, and settlement agreements in contract agreements involving cryptocurrencies and tokens.

Government Relations

As cyberattacks threaten companies of the private, public and non-profit sectors, Congressional members as well as members of President Biden’s Administration are working to expand the role of the federal government to enact regulation, set compliance policies, and enforce penalties relating to advancements pertaining to blockchain technology and cryptocurrencies.

As the landscape rapidly changes, it is vital that organizations have the ability to have their voice heard, track policy changes, and understand the rising and developing impact on their business of these changes. Our Federal Government Relations Group provides clients these insights through our years of working with lawmakers on Capitol Hill including a standing role on the Cyber Leadership Council of the U.S. Chamber of Commerce.

Additionally, Buchanan attorneys have a deep understanding of helping companies who are losing market share and decreased profits due to unfairly priced imports. Through extensive experience related to foreign policy and national security matters such as U.S. economic sanctions, our Sanctions professionals provide comprehensive guidance and corporate compliance programs to clients that provide services that may be regulated due to national security reasons.

Strategic Consultation and Connections

Buchanan prides itself on supporting the goals of our clients in multiple ways. As an advisor to our clients, providing access to strategic relationships is a value-add used to help clients navigate the complex business and political environment through strategic advice and consultation.

Learn how we’ve advanced our clients’ goals through practical experience.