US regulatory counsel for Asian crypto companies, exchanges, and funds

The foundational service for almost every Asian crypto company with any US connection. Domicile is irrelevant — a Singapore or Japan-domiciled token project can have full US securities law exposure through US investors, US-based developers, US user volume, or US-facing marketing. The SEC's enforcement history shows it is willing to assert jurisdiction over projects with US connections regardless of where the project is incorporated.

• Mapping every US connection — investors, employees, users, servers, marketing — and analyzing which create SEC, CFTC, or DOJ jurisdiction

• Howey and Reves analysis of the project's token regardless of offshore domicile

• Assessing whether prior US-facing activity creates legacy exposure that needs to be addressed before re-entry

• Remediation options for projects that have US holders through imperfect exclusion controls

This is the most important and most commonly misunderstood point for Asian crypto clients. MAS licensing, MAS no-action comfort, FSA registration, and offshore foundation structures provide no protection from US securities law. MAS jurisdiction and SEC jurisdiction are entirely independent. The SEC has never indicated that foreign regulatory approval has any bearing on its own enforcement decisions.

The specific situations where this misconception causes the most damage: Singapore projects that received MAS DPS licensing and then marketed tokens to US investors believing the MAS approval was sufficient; Japanese exchanges that obtained FSA licensing and assumed it addressed their US-facing compliance obligations; and clients who believe their offshore foundation structures insulate them from US issuer liability.

• Explaining precisely why the regulatory frameworks are independent and what US compliance actually requires

• Identifying the specific US-facing activities that create SEC or CFTC jurisdiction regardless of foreign licensing

• Advising on what a genuine US regulatory analysis looks like for projects that have only been assessed under foreign law

A credible US person exclusion program under Regulation S requires more than a checkbox and a disclaimer. It requires IP-based geo-blocking, KYC verification that screens for US citizenship and residency indicators, contractual representations from purchasers, a defined restricted period, and monitoring for breakdowns. A project that has checked one or two of these boxes but not all of them has a paper exclusion, not a real one.

• Designing operationally credible Regulation S exclusion programs

• Advising on which Regulation S category applies and what the distribution compliance period requires operationally

• Exchange listing strategy that doesn't inadvertently open the US market prematurely

• Remediation when exclusion breaks down — options, sequencing, and liability limitation

For Asian projects that previously excluded US persons, the Digital Asset Market Clarity Act creates a structured path to re-enter the US market. The sequencing of re-entry matters enormously — attempting re-entry without first addressing legacy exposure can trigger liability for the prior period.

• Classifying the token under the DAMCA framework to determine the applicable compliance and registration path

• Assessing whether legacy US-facing activity creates enforcement exposure that must be addressed before re-entry

• Selecting the appropriate registration or exemption pathway for the token and any new US capital raise

• Building the US compliance infrastructure in the right sequence — AML program, KYC, MTL licensing, state compliance

• Advising Japanese FSA-licensed and Singapore MAS-licensed exchanges on mapping existing compliance programs onto US requirements

OFAC sanctions exposure is the most underappreciated legal risk for Asian crypto platforms. Unlike the SEC and CFTC, whose jurisdiction requires some connection to US securities or commodity markets, OFAC's jurisdiction extends to any transaction that touches the US financial system — which in practice means most dollar-denominated transactions.

Pan-Asian exchanges with operations across multiple countries face a specific threshold problem: no single jurisdiction's US-facing activity alone might trigger US regulatory obligations, but the aggregate across all jurisdictions may.

• OFAC compliance program design — SDN list screening, blockchain analytics for tracing indirect exposure

• North Korea and Iran exposure analysis — live risks for Asian platforms with indirect connections to sanctioned entities

• Aggregate US-facing activity analysis for pan-Asian exchanges with multi-country operations

• Compliance precedents from Binance, OKX, and BitMEX enforcement actions

All services for Japanese clients are available in Japanese. Initial consultations, substantive communications, and transaction document drafting are conducted in Japanese for clients who prefer to work in that language.

日本のクライアント様には、すべてのサービスを日本語にてご提供いたします。初回のご相談から取引書類の作成、継続的なアドバイザリー業務まで、日本語でご対応いたします。

• Japanese crypto exchanges and token issuers on whether US-facing activity creates SEC, CFTC, or FinCEN exposure

• Japanese corporates (trading houses, banks, technology companies) investing in US crypto companies — CFIUS screening, deal structuring, and US securities law compliance

• Japanese institutional investors on the US securities law treatment of digital assets they hold or plan to acquire

• Japanese founders who are US citizens or green card holders on their personal US tax and regulatory exposure

• Drafting the US-law sections of dual-language transaction documents for Japanese clients transacting with US counterparties

• Tokenizing Japanese real estate for foreign investors — the full legal stack across Japanese and US regulatory layers

Singapore is the most significant hub for Asian crypto activity. Singapore-specific US law issues arise in a predictable set of fact patterns that require US counsel who understands both the MAS framework and the SEC's position on offshore structures.

• Singapore-domiciled token projects — the foundation/company structure and whether it creates US nexus when founders, advisors, or early investors are US persons

• MAS DPS licensing and FinCEN MSB obligations — whether a MAS-licensed platform that processes transactions involving US persons has triggered FinCEN registration

• Regulation S mechanics for Singapore-based issuers — which category applies and what the distribution compliance period requires operationally

• Singapore-based VC funds investing in US crypto startups — US securities law compliance for investments and follow-on activity

• Drafting US law opinions that Singapore counsel, MAS-licensed entities, or US institutional counterparties require as part of a Singapore-based project's compliance stack

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Many of the most significant crypto businesses in Asia operate across multiple jurisdictions simultaneously. These multi-jurisdiction structures require US counsel who can anchor the US law analysis across all jurisdictions without creating conflicts between them.

• Serving as the US law anchor in multi-jurisdiction legal teams on cross-border token launches, fund raises, and M&A transactions

• Cross-border token distribution agreements — the US law carve-outs, representations, and compliance obligations embedded in those agreements

• GENIUS Act compliance for Asian stablecoin issuers whose stablecoins circulate in the US

• Pan-Asian crypto funds — structuring US investor access across a single vehicle without creating jurisdictional conflicts