Representative Transaction Experience

Recent crypto and digital-identity M&A transactions that members of our team have been involved in. These are publicly announced deals; we are happy to discuss confidential work product under NDA.

Crypto M&A Practice Areas We Cover

Whether the transaction is structured as a stock acquisition, asset acquisition, statutory merger, or hybrid of all three, the legal complexity of cryptocurrency M&A demands counsel that understands both traditional deal mechanics and the on-chain considerations that drive value:

• Cryptocurrency M&A and blockchain M&A. Sell-side and buy-side counsel for crypto mergers, crypto company sale transactions, and blockchain acquisition deals, including stock acquisition, asset acquisition, and reverse triangular merger structures. Change of control filings handled within the deal scope.
• Web3 acquisition and Web3 company sale counsel. Representation for founders selling Web3 startups and strategic acquirers consolidating Web3 infrastructure — including governance-token, equity, and hybrid considerations.
• Token acquisition and token purchase agreement drafting. Negotiated token acquisitions, token-for-equity swaps, and standalone token purchase agreements where the operating company is acquired alongside the token.
• Smart contract acquisition and protocol acquisition. Source-code assignment, audit-report transfer, upgrade-authority transition, and post-closing patch governance for smart contract acquisition and protocol acquisition transactions.
• DAO acquisition and DeFi acquisition. Treasury-funded DAO acquisitions, contributor-and-IP carve-outs from foundations, and DeFi acquisition transactions involving governance-token holders and on-chain treasuries.
• Crypto exchange sale and crypto custody M&A. Acquisitions of crypto exchanges and crypto custody businesses, including FinCEN MSB acquisition mechanics, state money transmitter change-of-control filings, and NYDFS BitLicense transfer coordination.
• Due diligence built for digital assets. Securities, IP, tax, employment, and crypto-native technical due diligence — including audit-report review, on-chain treasury verification, key-custody mapping, and wallet-control diligence at signing and closing.
• Cross-border crypto M&A. US acquirers buying offshore crypto entities (Cayman, BVI, Singapore, Switzerland) and the reverse, including foundation-and-DevCo structures and MiCA CASP coordination.

When Founders, Funds, and Acquirers Engage Us

Crypto M&A is rarely a vanilla stock-for-cash deal. Token treasuries, hosted and self-custody wallets, smart-contract IP, jurisdictional questions, securities-law overlay, and money-transmitter licensing all change the shape of a transaction. We are engaged on the deals where those issues actually matter:

• Sell-side founder exits. Founders of crypto-native, Web3, and blockchain companies selling to strategic acquirers, PE buyers, or larger crypto platforms.
• Buy-side strategic acquisitions. Crypto exchanges, custody businesses, infrastructure providers, and protocol-adjacent companies acquiring teams, technology, or licensed entities.
• Token-as-consideration deals. Transactions where part or all of the purchase price is paid in native tokens, stablecoins, or other digital assets — including securities analysis and tax structuring.
• Exchange, custody, and wallet business sales. Acquisitions involving FinCEN-registered MSBs, state money-transmitter licenses, NYDFS BitLicenses, and bank-charter-adjacent structures.
• Cross-border crypto M&A. US acquirers buying offshore crypto entities (Cayman, BVI, Singapore, Switzerland) and the reverse, including foundation-and-DevCo structures.
• Protocol and DAO transactions. Treasury-funded acquisitions, governance-driven mergers of DAOs, IP-and-team carve-outs from foundations, and license-and-fork transactions.
• Acqui-hires and IP-only deals. Asset purchases that pick up engineering talent, source code, audit reports, and smart contract IP without taking on token liabilities.

Why Crypto M&A Is Different — and Why That Changes the Deal

Standard M&A playbooks miss the issues that actually drive value and risk in a crypto transaction. We work through them every time:

• Securities-law overlay on tokens. Howey, Reves, and the SEC’s evolving guidance shape whether a target’s token is treated as a security — which in turn drives reps, indemnities, and sometimes the entire deal structure.
• Custody and key transfer. Transferring control of cold storage, multi-sig wallets, validator keys, and seed phrases at closing is operationally complex and demands purpose-built closing mechanics, not boilerplate.
• Treasury and balance-sheet exposure. Crypto treasuries fluctuate hourly. We negotiate working-capital adjustments and closing-date pricing that account for digital-asset volatility — including spread, slippage, and on-chain settlement risk.
• Money-transmitter and BSA/AML licensing. FinCEN MSB registration, state money-transmitter licenses (47-state patchwork), NYDFS BitLicense, and the international equivalents (FCA, MAS, BaFin, FINMA, MiCA CASP) often need consent, notice, or change-of-control filings.
• Smart-contract IP and audits. Source-code ownership, prior audit reports, known vulnerabilities, and post-closing patch authority all sit in the diligence and reps package, not the term sheet.
• Token-holder consent and governance. Where the target is a DAO or where the target’s token has voting rights, we map the on-chain governance process onto the off-chain transaction timeline.
• Tax structuring on token consideration. Section 1001 realization on token-for-equity swaps, character (capital vs. ordinary), and Section 83(b) on token vesting all change the after-tax outcome — sometimes by 10–20 points.

How We Run a Crypto M&A Engagement

About John Montague, Esq.

John Montague, Esq. has over 15 years of experience practicing law, working on a variety of corporate, transactional, litigation, and real estate matters. His prior experience includes Locke Lord LLP (now Troutman Pepper Locke) and Lowndes, Drosdick, Doster, Kantor & Reed, P.A. He is a member of The Florida Bar and serves clients across Florida from offices in Fernandina Beach and Coral Gables (Miami).

Frequently Asked Questions

Do you represent both buyers and sellers in crypto M&A?

Yes. The firm represents founders selling crypto companies, strategic and PE acquirers buying into the crypto stack, and investors taking control positions through M&A. We screen for conflicts at intake and decline engagements where representation on both sides would not serve either client.

Can purchase price be paid partly or fully in tokens?

Yes, and it often is — particularly in deals where the target’s native token is part of the acquirer’s long-term strategy. Token consideration triggers securities, tax, and accounting questions that need to be modeled before the term sheet is signed, not after. We structure these deals routinely.

What is the typical timeline for a crypto M&A transaction?

Smaller acqui-hires and IP-only asset deals close in 30–60 days. Equity acquisitions of operating crypto businesses with FinCEN or state money-transmitter licenses typically run 90–180 days because of change-of-control filings. Cross-border deals add another 30–90 days. We map the timeline at the scoping call.

Do you handle SEC and FinCEN regulatory issues, or do we need separate counsel?

We handle the regulatory analysis and filings that fall within the four corners of the transaction — securities-law characterization of tokens, change-of-control notices, and money-transmitter coordination. For ongoing post-closing regulatory operations, we coordinate with the buyer’s existing compliance counsel or refer to regulatory specialists.

How are your fees structured for M&A engagements?

Most transactions are billed hourly with a written budget and step-by-step milestones. For appropriate deals, we can quote a fixed or capped fee on defined workstreams (e.g., diligence-only, definitive-agreements-only). We discuss fee structure on the scoping call.