Legal Counsel for Digital Asset Transactions
Smart contract disputes often stem not from bad code, but from legal terms that are unclear, incomplete, or unenforceable.
Whether you’re transacting across jurisdictions, launching a token, or integrating on-chain logic into an existing business model, structure matters. At The Law Offices of Andrew Dressel LLC, we advise clients on the legal considerations surrounding cryptocurrency and other digital assets.
Our work is practical and focused—helping you identify risks early, document them appropriately, and move forward with clarity.
Strategic Legal Support for Smart Contract Development and Use
We’ve worked with clients navigating everything from unintended asset transfers to regulatory scrutiny of token offerings thought to be exempt.
Often, the challenge isn’t technical—it’s legal. The agreement behind the code lacks precision, jurisdictional consistency, or proper supporting documentation. These oversights may not surface immediately. But when they do, they can be costly.
A well-considered legal structure strengthens the enforceability of a deal, especially in cross-border or high-value contexts
Legal review of smart contracts and off-chain terms
Even if a contract executes as expected, courts and regulators will look to whether the underlying terms reflect mutual agreement, meet contract law requirements, and are properly documented.
This often includes:
- Off-chain agreements clarifying business intent
- Terms addressing failure scenarios or exceptions
- Jurisdictional clauses that support enforceability
In transactions with multiple counterparties or offshore components, these elements become even more important.
Cross-border transactions: jurisdiction and enforcement
Crypto projects frequently involve entities and contributors in different countries. While digital assets may move freely, legal rights do not.
We help clients determine which law applies, where a dispute would be resolved, and how local regulations may affect enforceability. Addressing these questions early in the process protects against uncertainty later, especially when fiat currency or tokenized assets cross legal boundaries.
Cross-border transactions: jurisdiction and enforcement
Crypto projects frequently involve entities and contributors in different countries. While digital assets may move freely, legal rights do not.
We help clients determine which law applies, where a dispute would be resolved, and how local regulations may affect enforceability. Addressing these questions early in the process protects against uncertainty later, especially when fiat currency or tokenized assets cross legal boundaries.
Regulatory and tax obligations for crypto-active businesses
If you’re using cryptocurrency as part of your operations—whether accepting it as payment, holding it on behalf of clients, or facilitating transfers—regulatory obligations may apply.
Your business may need to register as a money services business, comply with anti-money laundering requirements, or secure a state-level license. In New York, that may include a BitLicense. These thresholds depend on your business model and transaction volume.
On the tax side, crypto is classified as property. Businesses must track gains, report income at fair market value, and maintain records that meet federal standards. We help clients establish processes that meet these requirements without creating unnecessary administrative burden.
Structuring token sales and fundraising legally
Token offerings raise unique legal questions, particularly when the tokens have investment characteristics. Even if marketed as a utility, a token may be considered a security depending on how it functions and what investors expect.
We advise clients on:
- Applying the Howey Test and related legal standards
- Drafting contribution documents and investor agreements
- Assessing eligibility for exemptions and preparing related filings
Establishing these protections reduces regulatory risk and supports long-term credibility with investors and counterparties.
Structuring token sales and fundraising legally
Token offerings raise unique legal questions, particularly when the tokens have investment characteristics. Even if marketed as a utility, a token may be considered a security depending on how it functions and what investors expect.
We advise clients on:
- Applying the Howey Test and related legal standards
- Drafting contribution documents and investor agreements
- Assessing eligibility for exemptions and preparing related filings
Establishing these protections reduces regulatory risk and supports long-term credibility with investors and counterparties.
Contributor agreements and entity structure
As projects grow, ambiguity around roles, ownership, and token allocations can lead to internal conflict. We assist clients in formalizing these relationships through operating agreements, contributor contracts, and IP ownership terms.
For teams deciding between U.S.-based, offshore, or hybrid entity structures, we provide strategic guidance based on legal exposure, tax treatment, investor preferences, and jurisdictional considerations.
When Legal Review Is Most Valuable
Legal questions tend to arise at critical moments: before launch, during fundraising, or in response to regulatory outreach.
But waiting until those points often limits your options. An early-stage review can clarify:
- Whether agreements are likely to be enforceable
- If a transaction or token is structured to avoid unintended classification
- What documentation is advisable based on your jurisdiction and model
If you’re unsure whether your current structure will withstand legal scrutiny, this is the time to ask.
Experienced, Future-Focused Legal Support for Crypto Projects
Whether you’re finalizing a smart contract, reviewing token sale terms, or executing a digital asset transaction, legal clarity matters. The team at The Law Offices of Andrew Dressel LLC helps clients review contracts, structure deals, and address multi-jurisdictional concerns with discretion and efficiency.
Contact The Law Offices of Andrew Dressel LLC to schedule a confidential consultation. Virtual appointments are available.
Frequently Asked Questions
They can be—if they satisfy standard contract requirements such as mutual assent, consideration, and legal capacity. We assess enforceability based on structure, jurisdiction, and supporting documentation.
While not required, legal review is strongly recommended where transactions touch on securities, tax, or regulatory matters. These areas carry complex obligations that may not be immediately apparent.
Accepting crypto may trigger tax reporting requirements, licensing obligations, and compliance expectations. Transactions are typically irreversible, so safeguards should be in place.
If a contract includes a resolution mechanism, it may govern. Otherwise, disputes typically proceed through arbitration or court. Legal agreements outside the chain are essential in these cases.
The IRS treats crypto as property. This means gains, income, and losses must be reported according to fair market value. We assist clients in establishing systems to meet these requirements.
The content on this page is for general informational purposes only. It should not be construed as legal advice or a substitute for legal advice. The information above does not create an attorney-client relationship, nor do prior results guarantee future outcomes. Any reliance you place on such information is therefore strictly at your own risk.