Legal counsel for web3 builders

Web3 teams build inside a regulatory map that is still being drawn — securities law written in 1946 applied to token launches, money-transmission regimes designed for wire services applied to smart contracts, and IP doctrine stretched over assets that live on-chain. The projects that survive treat legal structure as part of the protocol design, not as paperwork bolted on before launch.

The Howey analysis is a whole-picture test

Token classification turns on economic reality: how the token was designed, distributed, and — critically — marketed. Discord announcements, yield language, and roadmap promises weigh as heavily as tokenomics documents. The practical discipline is doing the securities analysis before distribution and running marketing through the same lens afterward, because the enforcement record is full of projects undone by their own announcement threads.

Unwrapped DAOs are personal-liability machines

A treasury, active operations, and no legal entity is the pattern to avoid: courts have shown willingness to treat unwrapped DAOs as general partnerships, with member liability to match. Wrapper options — Wyoming DAO LLCs, foundations, unincorporated nonprofit associations — have matured enough that going unwrapped is a choice, and rarely the right one once real value is at stake.

NFT projects are license-drafting projects

The token conveys the token; everything else is the license. What buyers can do with the art, what the creator keeps, how royalties work and whether they survive marketplace changes, and what transfers on resale — all of it is drafting. Projects that skip this inherit both community conflict and consumer-protection risk, usually at the worst possible moment.

Custody is the regulatory trigger to design around

Money-transmission exposure follows the flow of funds: custody of user assets, exchange functions, and transfers on behalf of others each raise the licensing question under FinCEN guidance and state regimes. Non-custodial architecture is frequently the difference between a question and an obligation — which makes this a product-design conversation, not a compliance afterthought.

Raises with tokens in the story need coherent paper

Token warrants, side letters, lockups, and a defensible history of past distributions — investor diligence on web3 deals starts with the token story and works backward. Teams that papered their token history under real exemptions, aligned team lockups across equity and tokens, and can explain how the two instruments relate close faster and at better terms.