Structure decides character
A token's legal status follows from how the project is built and described. We make those decisions deliberately, before launch fixes them in place.
PRACTICE · CRYPTO & DIGITAL ASSETS
Blockchain & Digital Assets
A token is a legal instrument before it is a line of code. We counsel builders and businesses operating with tokens and blockchain projects on how the structure reads under existing law — whether an arrangement looks like a security under the Howey analysis, how a token is structured and documented, and how control and perfection of digital assets work under New York's 2022 UCC Amendments. The goal is a posture you can stand behind, set down in writing before the project ships.
- Discipline
- Crypto & Digital Assets
- Engagement
- Token & project structuring
- Counsel
- Christopher Moye
CRYPTO & DIGITAL ASSETS
Structure decides character
A token's legal status follows from how the project is built and described.
The problem
A token's legal character is fixed by how the project is built and described — long before any regulator asks the question.
How a token is marketed, what holders are promised, and how value is meant to accrue all feed the Howey analysis of whether an instrument is a security; getting that wrong is expensive to undo after launch. New York's 2022 UCC Amendments add a second layer — Article 12, effective June 3, 2026, sets out how control and perfection of digital assets work as a matter of commercial law. These are structuring decisions, made cleanly at the start or paid for later.
Principles · 01
How we draft the matter.
Every engagement is composed against these commitments. They shape the protections we add, the questions we ask, and the document that leaves the file.
Howey is answered with facts
Securities exposure turns on the real arrangement, not the label. We work the Howey analysis against what the project actually does and promises.
Control is a commercial-law question
Under UCC Article 12, control — not possession of a key — defines rights in a digital asset. We document arrangements to those statutory terms.
What we watch · 02
What can break the matter.
These are the terms, structures, and practical risks that usually decide whether the work holds when the file is tested.
FOUNDERGC
Securities-law analysis
Working the Howey framework against how a token is marketed, what holders are promised, and how value accrues — and documenting the reasoning behind the posture.
BUILDERFOUNDER
Token structuring & documentation
Structuring the token, holder rights, and disclosures so the legal character is deliberate and recorded, rather than inferred after launch from the marketing.
GCINVESTOR
UCC Article 12 control & perfection
Structuring how control of a controllable electronic record is established and how a security interest is perfected under New York's commercial code amendments.
The work · 03
Four steps. One engagement.
Each step is concrete; each step has a deliverable. The scope is defined, the matter moves, and the file closes.
- 01
Project review
We examine what the project actually does, how the token is marketed, and what holders are promised — the facts that drive the legal analysis.
- 02
Securities analysis
We work the Howey framework against those facts and document where the arrangement sits, along with the assumptions the conclusion rests on.
- 03
Structure & documentation
We structure the token, holder rights, and disclosures, and address UCC Article 12 control and perfection where the project holds or pledges digital assets.
- 04
Compliance posture
We set down a documented regulatory posture the project can stand behind, and flag where outside counsel or further review are warranted.
Proof
What stands behind the work.
What stands behind the work — credentials and representative engagements, stated plainly.
Token and blockchain structuring matters are handled by Christopher Moyé, Esq., who authors the firm's published writing on digital-asset law and the UCC Article 12 amendments.
Securities-law analysis under Howey, token structuring and documentation, UCC Article 12 control and perfection, and regulatory posture for blockchain projects.
We start from what the project actually does and promises — not the whitepaper's framing — and document the analysis so the posture is recorded, not assumed.
Common questions
Questions clients ask.
Plain answers to the questions that come up most. If yours is not here, send the facts — we answer in writing.
- Is my token a security under U.S. law?
- It depends on the facts, analyzed under the Howey framework: whether buyers invest money in a common enterprise with an expectation of profit derived from the efforts of others. How the token is marketed, what holders are promised, and how value is meant to accrue all matter. We work through that analysis with you and document the reasoning; we do not pre-clear a token or guarantee how a regulator or court would treat it.
- What is the Howey test and why does it govern tokens?
- Howey is the Supreme Court test for whether an arrangement is an "investment contract," and therefore a security. It asks about investment of money, a common enterprise, and an expectation of profits from others' efforts. Many token offerings touch all three, which is why structuring and disclosure decisions are made with the test in mind rather than after a question is raised.
- What are the New York 2022 UCC Amendments and Article 12?
- New York adopted the 2022 amendments to the Uniform Commercial Code, including a new Article 12 governing "controllable electronic records" — a category that covers many digital assets. Article 12, effective June 3, 2026, sets out how legal control of such an asset is established and how a security interest in it is perfected. For projects that hold, transfer, or take collateral in digital assets, it changes how rights are documented as a matter of commercial law.
- How does UCC Article 12 affect a token project or business?
- Article 12 makes "control" — not mere possession of a key — central to who has rights in a controllable electronic record, and it provides the path to perfect a security interest in one. For a business that lends against tokens, holds them in treasury, or pledges them, that determines whether its rights hold up against third parties. We structure the documentation and control arrangements to those statutory definitions.
- Do you give investment advice or tell me whether to launch a token?
- No. We provide legal counsel on structure, securities-law exposure, and compliance posture — not investment, financial, or business-viability advice. We help you understand the legal character and risks of what you are building so you can make an informed decision; the decision to proceed, and any market or financial judgment, remains yours.
STRUCTURE BEFORE YOU SHIP
Structure the project before it ships.
Bring the token, the cap table, and what the project actually does. We map the securities-law analysis, the token structure, and the UCC Article 12 questions into a documented posture.
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