Investments in Blockchain
Comprehensive legal advice for investors and startups
Transactions in the blockchain sector often combine traditional equity investments with tokens, rights to future issuances, governance mechanisms, intellectual property and the economics of a decentralized product. We design these elements as one coherent structure, taking into account both the interests of founders and investors and the regulatory nature of the project.
We advise founders, blockchain companies, venture capital funds and investors on equity and token transactions. We support Web3 projects at successive stages of development, from setting up the legal structure and the first financing round, through negotiations with international investors, to strategic partnerships, subsequent rounds, ownership restructurings and exits.
How can we help you?
We organize the corporate structure, rights to technology and tokens, relationships between founders, and key agreements. We identify risks that could hinder a financing round or emerge during due diligence. We also advise on the choice of jurisdiction and the allocation of functions between entities within the group.
We structure financings that combine equity with token-based instruments, including SAFE, SAFT, convertible instruments, token warrants and rights to future tokens. We prepare and negotiate term sheets, investment agreements, shareholders’ agreements and other transaction and corporate documents, and then coordinate closing.
We represent founders and companies in discussions with venture capital and private equity funds, digital asset investors and industry partners. We advise on financial terms, control and information rights, anti-dilution protection, vesting, governance and token-related rights. We work to ensure that the terms of the round do not restrict the company’s further development.
We conduct legal reviews for investors and prepare projects for the investment process. We analyze the ownership structure, rights to technology, tokenomics, agreements with key individuals and partners, previous investment commitments, and regulatory risks related to the product and token.
We advise on transactions that combine an investment with broader technological or business cooperation. We structure technology contributions and licensing, revenue sharing, control, exclusivity, new product development, and exit arrangements. We pay particular attention to protecting the project’s key intellectual property.
We help organize the cap table, restructure earlier instruments, align the rights of new and existing investors and adapt governance to the next stage of development. We also advise on share sales, investor buy-outs and the settlement of token-based instruments.
We assess whether the financing structure or an instrument offered to investors is subject to regulations governing crypto-assets, financial instruments, securities, public offerings or investment services. We take into account MiCA requirements and the regulations applicable in the jurisdictions of the transaction participants.
Examples of our experience
Financing and development of a DeFi protocol: we advised a DeFi protocol project on structuring its business model and preparing the project for financing from foreign investors. The analysis covered several jurisdictions (the EU, the United States, and the British Virgin Islands), the product’s legal classification, relations with users, and the regulatory conditions for expanding the business internationally. At later stages, we also supported the project on regulatory matters and during crises.
Financing involving a global blockchain fund: we advised a fintech on negotiating an investment with one of the world’s most recognized funds specializing in blockchain and digital assets. Our support included structuring the financing round, investment documentation, economic terms, investor protection rights, governance and founder-related provisions. At a later stage, we also advised the company on a subsequent financing round, from preparing the documents through to closing.
International round combining equity and token-based instruments: we led the legal work on a fintech financing round involving investors from four continents, most of them venture capital funds and funds specializing in digital assets. The round combined traditional equity investments with token-based instruments. We prepared the financing structure, investment and token documentation, and governance arrangements. We coordinated due diligence, investor communications, and parallel negotiations with multiple parties.
Strategic investment and joint venture concerning blockchain infrastructure: we advised on a planned partnership with a global investment group active in digital assets and financial services. The transaction involved creating dedicated blockchain infrastructure for institutional clients. The project included an equity and token investment, establishment of a joint venture, technology licensing, revenue sharing, exclusivity, brand use rules, and business continuity safeguards. A key element was ensuring that the client retained rights to the core technology and the freedom to commercialize it further.
Investor exit from a blockchain project: we supported the client in settling an existing investment and arranging an orderly investor exit. Our advice covered the settlement terms, preparation of documentation, termination of investor rights, and coordination of closing. The structure was designed to protect the company’s business continuity and organize the cap table ahead of further project development.
Legal structure of a project before its first round: we supported the client before the company was incorporated. We advised on the choice of jurisdiction, allocation of functions between entities, relationships between founders, and the legal architecture for providing services. The resulting structure enabled the project to move from a technology concept to operational activity and laid the foundation for later fundraising from international investors.
Legal support in a token issuance process: we advised on a Token Generation Event (TGE), including preparing legal opinions on the classification of tokens under EU and BVI law.
International financing rounds for a blockchain company: we advised a blockchain fintech on successive financing rounds involving international venture capital funds and investors specializing in digital assets, including one of the world’s most recognized blockchain funds. The projects involved equity investments and token-based instruments, negotiations of economic terms, governance, investor protection rights, and founder-related provisions, as well as coordination of the process through to closing.
Blockchain in the gaming sector: we advised a gaming company on selecting a jurisdiction that would facilitate fundraising, developing the project’s legal structure and preparing agreements and terms and conditions. We enabled our client to pursue global expansion.
Additional fundraising: We provided legal support to blockchain projects requiring further financing from investors worldwide. Our assistance covered selecting the financing model, structuring the investment model, advice on tokenomics and pitch decks, negotiations with investors, and transaction closings.
FAQ
No. An investment in a blockchain project does not have to involve tokens. Financing may take the form of a traditional equity investment, a convertible instrument, a token investment, or a combination of several of these solutions. The appropriate structure may depend on the project’s stage of development, plans for a token issuance, investor expectations, and the regulatory requirements applicable to the transaction. At Lawarton, we help tailor the financing model to the specifics of the project and ensure consistency between the investor’s rights at both the corporate and token levels.
Before a financing round begins, we recommend organizing the ownership structure, rights to the technology and tokens, relationships between founders, and key agreements. It is also important to prepare consistent documentation covering the business model, tokenomics, and prior investment commitments. Our experts help identify issues that may arise during due diligence and prepare the project appropriately for discussions and negotiations with investors.
The scope of the review depends on the specifics of the project, but particularly important areas include the ownership structure, rights to the technology and code, agreements with founders and key collaborators, prior financings, tokenomics, and the regulatory classification of the product and token. The group structure, project governance and obligations to previous investors may also be reviewed. We help prepare projects for due diligence and can also conduct these reviews.
The jurisdiction may affect the transaction structure, available investment instruments, investor rights, and the rules governing token issuance and distribution. In international projects, our experts assess whether the selected structure will support subsequent financing rounds and the project’s further expansion. We help our clients select a solution that reflects both the project’s model and investor expectations.
A strategic investor can bring not only capital to a project, but also technology, market access, infrastructure, customers, or distribution channels. Such cooperation often requires a more complex structure involving, among other things, a joint venture, technology licensing, revenue sharing, exclusivity, or rules for developing new products. We help structure these elements to support the project’s growth while allowing it to retain its independence.
