TOKEN DUE DILIGENCE & LAUNCH

TOKEN LEGAL DUE DILIGENCE

 

Any type of token offerings requires compliance with applicable laws, which may vary from contracts to regulatory, from financial markets to securities according to the legal nature of the offered token. With this package, we check the legal compliance activities already done by the client in order to identify possible gaps or issues and suggest possible solutions. This package is generally addressed to those who want to incubate or invest in a project that has already started. This includes:

  • analysis of the main documents concerning the token sale (such as communications with authorities, agreements with investors, legal opinions);

  • analysis of the main project documents concerning the token (such as whitepaper, presentation deck, tokenomics and the official website of the project);

  • identification of possible gaps and issues and suggestion of solutions.

UTILITY/PAYMENT TOKEN LAUNCH

 

Launching a token utility or payment token is a challenging activity that requires a deep and proper understanding of the applicable laws, compliance procedures and legal risks arising from a token offering. Through this package, we will assist you in preparing the launch of your utility/payment token. This assistance includes a series of activities, listed below, which is aimed at analysing, complying with regulations, fixing, and correctly communicating your token model, with a view at preventing the token from mutating into a security token. This includes:

  • analysis of the token model;

  • analysis of the underlying business model;

  • assistance to prevent token from mutating into a security token;

  • drafting of a legal opinion regarding the nature of the token for the client’s internal use;

  • drafting of a legal opinion regarding the nature of the token addressed to centralized exchanges;

  • drafting of agreements regarding private and public token sales such the Simple Agreement for Future Tokens (SAFT), OTC Token Sale&Purchase Agreement, Token Sale Terms&Conditions;

  • legal compliance of key documents used by the project to promote the token launch (whitepaper, tokenomics, pitch deck, official website of the project);

  • drafting of guidelines on "what not to do" when promoting the token launch on social media other than the project website to prevent the “token mutation” in security token (we will not verify what you post on social media platforms and on social networks).

Adds on upon request:

  • agreement with exchanges for IEO and for listing;

  • agreement with market makers.

SECURITY TOKEN LAUNCH

 

A security token offering (hereinafter reffered to as “STO”) requires compliance with: 

(i) financial laws of several different jurisdictions according to the country of incorporation and the target countries;

(ii) different procedures depending on the type of issuance and security offered; and

(iii) certain other legal requirements to be assessed on a case-by-case basis.

This package includes an analysis of the security token and the security token offering that the client intends to launch, followed by the necessary legal assistance to carry out the launch.

Preliminary Analysis:

  • analysis of the token;

  • analysis of the token offering to map out key elements such as the jurisdictions covered by the offering, legal compliance gaps, and whether or not a prospectus is required;

  • help in identifying jurisdictional and regulatory vertical exposures based on project’s goals & plans;

  • advice and assistance in relevant regulatory matters related to STOs;

  • brief memo identifying potential pathways to a compliant token sale;

Execution Phase:

  • support in drafting documents regarding the token sale according to the nature of the token offering: prospectus, memorandum, disclaimers;

  • term-sheet of investment agreement for potential investors;

  • Non-Disclosure Agreement for potential investors;

  • Private Placement Memorandum;

  • prepare company for potential comprehensive private placement raise;

  • Prospectus;

  • Operating/Shareholder Agreement;

  • Subscription Agreement;

  • legal compliance of key documents used by the project to promote the token offering, including the whitepaper, tokenomics, the official website of the project or other downloadable materials.