Legal Services for Crypto Companies and FinTech

Legal Opinion for the rightful classification of your token or cryptocurrency

One of the most dangerous traps that a crypto project can fall into, is to have their token classified as a security token by their domestic regulator. As in virtually the whole world, security tokens are analogous to securities, this technically implies that your company will have issued a security without respecting the procedure, rights, and requirements to do so. The sanctions for illegal release and sale of a security are often important and can threaten not just your project, but you and your team as liable individuals.

A Legal Opinion clears the doubt and states whether your token responds to the criteria of a payment token, a utility token, or a security token, as per the appreciation of an experienced lawyer. If the lawyer finds out that your token most likely responds the the legal classification of a security, a notice will be provided so you can react and either adapt the token for reclassification or prepare the necessary legal work to comply with applicable securities law.

The issued Legal Opinion is then protecting your project and your team from the consequences of being accused of illegally issuing security, providing you the necessary peace of mind to focus on what matters to you: project development and growing your community of buyers and holders.

Legal Opinion to assess the need to comply with gambling regulations for your game project

Another strongly regulated area of business is gambling. That is to say: games involving a factor of randomness and the stake of money, or representation of values that can be exchanged for money (such as poker chips for example).

Most of the regulators are extremely serious and picky on details. The “gacha” model (also known as “lootboxes”) in massively multiplayer online games has led major studios to fold completely from certain countries. Gacha is a Japanese word designating toy vending machines, where the client would pay a fixed amount, but receive a random item of variable value. This asymmetry between the price paid and the value received is considered as a gamble by many governmental institutions. This has led major video games such as SEGA’s Phantasy Star Online 2 or Genshin Impact to either withdraw their operation from certain countries or modify their in-game offer to adapt.

A Legal Opinion could have helped. It would have described the exact mechanisms that require compliance with gambling regulations and given a roadmap to either reclassify without damaging the business model of the game or successfully receive a gambling license if that choice was expected to be more profitable.

What is true for major video game publishers is therefore true for any project offering games implying the usage of money and an element of randomness, directly or not. For example, if your game wants to pay off its best winners only, a Legal Opinion should prove that the game is fair and results aren’t influenced by elements of randomness.

Legal Opinion to ensure that your innovation is aligned with regulations

A Legal Opinion can also shed light on an innovative business model. Though this is often applied to financial services and FinTechs, in general, the usage of novel technologies and new ideas can lead to confusion when it comes to classification, regulation, and ensuring compliance. It is then preferable to have a lawyer reassure governmental and institutional representatives over what is it that you are doing, and that they may not understand properly.

The sphere of financial technologies is evolving quickly, as new disrupting technologies are enriching the toolkit of entrepreneurs almost every year. Lately, the popularization of language learning models has opened the door to numerous opportunities. Companies are eager to create new services and develop new ideas, that may not be clearly explained in existing laws and regulations. However, that would be wrong to think that regulators will let novel projects fly unregulated on the basis that no dedicated legislation has been enforced for their specific activity.

A Legal Opinion can link the dots between the existing regulations surrounding your innovative business model. It will provide you with more certainty on its legality and on the potential need for approbation, in case your idea would dip into existing laws.

Additionally, in the same fashion, a Legal Opinion can state the compliance requirements such as:

• AML-CFT;
• KYC and due diligence;
• Risk management and reporting procedures.

Terms & Conditions, Terms of Service, Terms of Use, Terms of Sale

The Terms of Service (or another name depending on the context of their field of application) are a legally binding document defining the rules and responsibilities of a company and its users regarding the usage of a specific service. It provides a clear legal framework that protects both the company and the users, as it details the rights and duties of each party. This implicitly helps in gaining trust and demonstrating professionalism to third parties. It also helps the company to comply with relevant regulations, pertaining to consumer protection and such.

We suggest having a look at our own Terms of Service for reference.

Contact Us

Privacy Policy, GDPR Compliance, Consent of processing data

As companies are increasingly dealing with an important amount of sensitive data pertaining to their users, especially in the FinTech industry, it is in parallel increasingly important to provide one’s clients and third parties with clear information about what happens to their data. A Privacy Policy details which data is collected and why, what treatment it incurs, and how it is made safe. It also informs the users of their rights in regard to the data they share.

Such a document (and subsequent good practices) is now mandatory in certain jurisdictions. This is the case for every European Union member state, which must comply with the General Data Protection Regulation (GDPR).

You can have a look at our own Privacy Policy for a demonstration of our know-how.

Contact Us

Risk Matrix or Risk Assessment

A FinTech or financial service company is facing risks of various natures: security risks (physical and digital), financial risks (solvency, exchange rate and so on), operational risks (human mistakes, material failure), and legal risks (non-compliance, law breaches). It is key for the good health of an organization to acknowledge and prepare itself to manage every kind of risk. Such practices are inherited from the banking industry and were emphasized by hedge funds and investment managers.

A very concrete example of a Risk Matrix would be the classification of customers depending on their citizenship and country of residence, if they are a “Politically Exposed Person” (PEP), etc. The matrix would then indicate the thresholds of transactions above which a human check will be required.

Depending on the exact needs and nature of the project, a Risk Assessment and/or a Risk Matrix have the role of listing the possible risks faced by a company. They qualify each risk in terms of likelihood and gravity and describe the conduct to adopt in case of an adverse event.

Such a document is increasingly asked by regulators of financial services. Proper preparation with the joint effort of an expert FinTech lawyer from LegalBison and a senior operation manager (or COO) from a FinTech company will ensure the rightful preparation of this strategic document.

Contact Us

Simple Agreement for Future Token / Equity

A Simple Agreement for Future Token (SAFT) or Future Equity (SAFE) is a simple financial instrument used for raising funds in the early stages of a project. A company will agree with an investor on an amount to be invested into the project, and issue an agreement for providing equity or tokens to the investor once a defined trigger event happens. The agreement states that the initial investment can be converted into Equity (or Tokens), based on a discounted valuation (agreed on in the investment stage) and with a discount on the share price.

This allows the project to get funding early on without having to go through too much legal complexity and allows the investor to benefit from an advantageous conversion into Equity / Tokens down the line. LegalBison can assist in properly designing such agreements, including all the necessary clauses to set a mutually beneficial ground between both parties.

Token Warrant

Alternatively, a Token Warrant is a financial instrument giving the right to its holder to purchase a given token in a defined amount, at a specified price, within a defined time frame. The goal of the emission of such an instrument is to raise funds by providing investors with a potentially advantageous option on the token purchase.

With the specification of a time frame and an exact amount of tokens with an exact strike price, the Token Warrant can complement a SAFT in the fundraising process, providing a more aggressive or conservative option to investors. The flexibility of Token Warrants makes them a strategic tool for projects willing to get investors on board and attract capital in the early stages of their project.

Contact Us

Non-Disclosure Agreement and Service Agreement

Typically, when a project grows and starts working with third parties (service providers, SaaS, freelance devs, etc), it will want to protect itself and its trade secrets and assets. This is done by the mutual signing of a Non-Disclosure Agreement to protect confidential information and of a Service Agreement to mutually protect both parties of this contract. The Service Agreement defines the services to be rendered by one part to the other part of the agreement.

Both are legally binding documents, of the same nature as contracts. They shall therefore indicate for example the competent legal authority and enforceable regulations. They defined the duties, rights, and responsibilities of both parties, providing a securing framework for collaboration and exchange of information between both parties.

As for any contract, the drafting by a qualified lawyer is strongly advised, if not mandatory in certain jurisdictions. As a growing company, LegalBison’s legal team has worked on such agreements firsthand, long before offering their expertise to our clientele. As your FinTech lawyers, we provide tailored NDAs and agreements for all types of projects.

Contact Us

AML-CFT Policy and Internal Rules of Procedure

Anti-Money Laundering and Countering the Financing of Terrorism are at the heart of the majority of financial service regulations in the world. Supranational bodies such as the Financial Action Task Force (FATF), the Organization for Economic Cooperation and Development (OECD), and the European Union (EU) have issued regulations and guidelines that trickled down into the laws of most countries. Their goal is to prevent financial crime through the application of good practices, some of them codified as simple algorithms for reporting to a dedicated body of the national police.

As a consequence, virtually every provider of financial services, FinTech or traditional, including gambling/gaming companies and Virtual Assets Services Providers, are liable to comply with the applicable AML-CFT laws in their jurisdiction of registration. This is a central requirement for the vast majority of licenses and permits to undertake certain financial activities.

LegalBison assists you in the proper drafting of policies, training material, and internal procedures for your employees and your company to operate within the law while being able to proactively enforce good measures against financial crime internally. Since regulators are increasingly demanding on these questions, the help of a FinTech lawyer will come in handy. The drafting of AML-CFT compliance documents is now generally blended into the services of applying for a crypto license or other FinTech authorizations across the world.

Contact Us

Other Legal Documents available on demand

As we list the most common and critical legal documents that we produce for our clients, the expertise of our lawyers goes way beyond this small showcasing of their know-how. When it comes to FinTech legal services, LegalBison can also assist with, among other things:

• Internal control procedure;
• Standard reporting form;
• Risk disclaimer;
• Intellectual property-related documents;
• Business plans;
• Articles of Association and incorporation documents.

If you have a specific request, please click the button below and describe your needs. We will do our best to assess a solution and provide you with a detailed answer.

Contact Us