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Dilendorf & Khurdayan provides comprehensive legal support throughout the planning and execution of token generation events (a.k.a. initial coin offerings or ICOs).

We help blockchain startups, established developers, FinTech firms, and others minimize the risks associated with an ICO and ensure a smooth capitalization process.



Represented B2B / B2C blockchain freelance platform in the process of raising capital through Regulation D and S offerings to U.S. and non-U.S. investors, including review and analysis of the white paper and the project, preparation of the private placement memorandum (PPM), subscription agreements, guidance regarding the process of investor accreditation as well as AML/KYC checks, and filing Form D with the SEC.


Represented a blockchain based gaming platform in connection with structuring Regulation D and S offerings, including full review of the project, drafting a private placement memorandum and purchase agreement to launch the sale, guidance through the process of verifying U.S. accredited investors and completing KYC/AML checks, and filing form D with the SEC


Represented a decentralized crypto exchange platform and advised the company regarding the process of raising capital in the U.S. through SEC Regulation A+ and D offerings, including money transmitting licenses in all 50 states, preparation of all necessary offering documents to launch token sale in the U.S.


Advised real estate development blockchain startup from UAE regarding a pre-ICO sale in the U.S. and compliance with SEC rules and regulations


Represented blockchain-based marine navigation service with AI capabilities in the process of raising capital via a TGE from U.S. and non-U.S. investors through Regulation D and S offerings, including review and analysis of the white paper and the project, preparation of all necessary documentation for the launch of the TGE, as well as guidance regarding the process of investor accreditation and AML/KYC checks.

Helping Clients Through Every Stage of an ICO

Understanding the importance of planning in the successful development of a virtual token, we work closely with developers to navigate the complex array of laws that apply to tokens from the earliest planning stages to launch.

Among other services, we help our clients by:

  • Conducting a comprehensive token analysis to determine whether the token is a security under state or federal law;
  • If necessary, structuring the ICO to qualify for an exemption from registration as a security using Regulation D, Regulation S, or Regulation A+;
  • Reviewing the token’s white paper, website, and other marketing materials for compliance with state and federal consumer-protection and securities laws;
  • Drafting clear, comprehensive private placement memoranda, investment agreements, and related documents so that developers and purchasers all understand the terms of the ICO;
  • Carefully analyzing smart contracts to ensure that they accurately and unambiguously implement the required terms;
  • Developing Anti-Money Laundering and Know Your Customer policies and helping clients implement them to verify investors’ identities and eligibility to participate in the ICO; and
  • Providing post-ICO legal support, including by advising our clients on subsequent usage of security tokens and the applicability of money-transmitter or other laws.

Providing Confidence Despite Legal Uncertainties

Although state and federal regulators have finally begun to explain their views on cryptocurrencies and other virtual tokens, the law remains unclear in important respects. We are sensitive to those ambiguities in the law and work diligently to:

  • Maintain a detailed and current understanding of applicable state and federal laws and a familiarity with proposed changes;
  • Help our clients thoroughly understand what the law requires of them, as well as the risks resulting from legal uncertainty; and
  • Design innovative, robust strategies that can succeed in an environment where the law is not always clear, and that can respond effectively to changes in the law.

For a consultation about the process for launching an ICO in the US -

please contact Dilendorf & Khurdayan by sending an email or calling us at 212.457.9797.

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