JR Lanis

Lanis broke new ground when he took public the first fully Securities and Exchange Commission reporting and publicly traded company in the blockchain and cryptocurrency arena. “Cryptocurrency has been a pretty big part of my practice recently,” he said. “I got into it early, through an existing client who is involved in it. I’m self-taught.”

The Drinker Biddle equity partner represented The Crypto Co. in its cross-border acquisition of a majority interest in CoinTracking GmbH, a German entity that provides a comprehensive finance, tax, accounting and strategic planning cryptocurrency dashboard. Lanis structured the transaction to comply with U.S. and German tax requirements, including the creation of multiple subsidiaries, holding and operating companies. The deal closed in early 2018. He said the transaction was further complicated by the client’s status as a public company subject to SEC regulations.

“The SEC has said that cryptocurrency is a creature of securities law,” Lanis said. “The trick is applying the old law of the Securities Act to this new form of security. And any time you deal with multiple jurisdictions, it is challenging. But this went smoothly.”

A second client, Los Angeles-based BitIRA specializes in digital currency individual retirement accounts and 401(k) accounts. Lanis said he is assisting the company with its initial coin offering. The client plans to use the proceeds from this capital raise to create a platform for the exchange of cryptocurrencies, which would make it the first fully SEC-compliant cryptocurrency trading platform.

Both deals raise matters of first impression for the applicable regulators, and Lanis said he is coordinating across multiple Drinker Biddle departments to deliver the appropriate expertise.

In a novel mix of new markets, Lanis also represents Cannabium, which links a tangible product, marijuana-based cannabidiol, to a cryptocurrency token that trades like bitcoin. A Canadian company, Tokenopoly Financial Technology Inc., will provide the software and the cannabidiol is to be produced in Colombia, according to Cannabium. Lanis is set to assist Cannabium in its initial coin offering. “It hasn’t launched yet,” he said. “The company’s final name will be a function of where they choose to incorporate.”

Lanis also has conventional clients, such as Anogyn Life Sciences Inc., whose products treat eye diseases; Cable Masters Inc., a fiber optic producer; Trevanna Tracks LLC, which uses cloud-based software to facilitate music licensing for movie and television studios; and Finn Industries Inc., a corrugated box manufacturer.

It is the cryptocurrency market, however, that gets colleagues’ attention, he said, adding, “As corporate lawyers, we don’t tend to see too many novelties. But blockchain and crypto is an interesting new stretch.”

— John Roemer