Navigating the regulatory landscape for tokenization and digital securities requires counsel with a deep understanding of securities laws (like the Howey test, Regulation D, Regulation A+, and Reg S) combined with hands-on blockchain and smart contract fluency.
Top-tier law firms recognized for their leadership in blockchain, digital assets, and digital securities regulation—frequently earning Band 1 rankings by legal ratings agencies like Chambers FinTech —include the following elite practices:
Top-Tier Global & Specialty Practices
Latham & Watkins LLP: Recognized as a powerhouse in digital assets and tokenized funds. They advise on decentralized finance (DeFi) protocol structuring, stablecoin compliance, and tokenized asset issuances, supported by former enforcement officials from major US and UK regulatory agencies.
Davis Polk & Wardwell LLP: A premier choice for traditional financial institutions, major asset managers, and fintechs. Davis Polk excels at bridging traditional banking, securities, and derivatives frameworks with cutting-edge blockchain compliance and tokenization projects.
Perkins Coie: Historically a pioneer in the blockchain and virtual currency sector, advising prominent digital asset companies, exchanges, and technology providers on product structuring, licensing, and compliance with complex state and federal securities regulations.
Sidley Austin LLP: Widely regarded for financial services regulatory work, Sidley's digital assets and fintech group heavily assists institutional clients with tokenized products, regulatory enforcement defense, and structured digital finance.
Goodwin: Highly recommended for technology companies, venture-backed crypto startups, and investment funds navigating token generation events, tokenized equity, and secondary trading compliance.
What to Look for When Choosing Counsel
When evaluating a firm or specific attorney for tokenization projects, verify they have experience with:
Regulatory Navigation: Direct interactions and clearances with the SEC, CFTC, or FinCEN regarding whether a specific token structure triggers securities classifications.
Fund & Asset Structuring: Practical execution of tokenized private placements, digital debt instruments, or tokenized fund shares under exemptions like Reg D or Reg S.
Smart Contract & Tech Literacy: The ability to coordinate legal terms with the underlying technical mechanics of minting, burning, and transferring tokens on-chain.
If you can share the jurisdiction you are issuing in and the nature of the asset being tokenized (e.g., real estate, equity, debt, or fund interests), I can help narrow down which of these practices fits your specific use case.
If you mean U.S. counsel for issuing, structuring, trading, or operating platforms for tokenized securities/digital securities, I’d put the following firms on a serious shortlist. I’m not ranking them; the right choice depends heavily on whether you’re an issuer, fund, marketplace/ATS, broker-dealer, custodian, or RWA platform.
Firm
Particularly relevant capabilities
Cooley LLP
Blockchain/tokenization, securities classification, broker-dealer/ATS issues, fintech, privacy, tax, and product structuring. Cooley specifically describes its practice as covering tokenized securities and working from product conception through launch.
Skadden, Arps, Slate, Meagher & Flom LLP
Particularly relevant for institutional/public-company transactions, capital markets, investment companies, secondary trading, and SEC matters. Skadden has published extensively on tokenized securities and currently has attorneys focused specifically on tokenization and market infrastructure.
DLA Piper
Strong fit where tokenization intersects with financial institutions, structured finance, securities, custody, global regulatory issues, and real-world assets. Its published experience specifically includes regulated security tokens and tokenized RWAs.
Goodwin Procter LLP
Strong digital-asset practice with dedicated capability around tokenizing assets, broker-dealer/exchange/ATS regulation, digital securities, securities litigation and enforcement, and fintech.
Orrick, Herrington & Sutcliffe LLP
Particularly relevant for sophisticated financial-market infrastructure and regulatory work. Orrick's Ignacio Sandoval, for example, advises on digital assets, blockchain, tokenization, broker-dealers, exchanges and ATSs and previously served in the SEC's Division of Trading and Markets.
How I'd narrow the choice
For an issuer tokenizing equity, debt, fund interests, or another security:
Look particularly at Skadden, Cooley, Goodwin, and DLA Piper. The important issue isn't simply "crypto experience"; you want lawyers who understand securities registration/exemptions, transfer restrictions, corporate records, custody, transfer-agent requirements, and secondary trading.
For a tokenized RWA platform:
I'd specifically interview Cooley, DLA Piper, Goodwin, and Orrick. You'll want counsel who can address the entire stack—not just whether the token is a security—including custody, broker-dealer/ATS status, money transmission, commodities/derivatives issues, KYC/AML, and the rights of token holders.
For a secondary trading venue / ATS:
I'd put particular emphasis on Orrick, Goodwin, Cooley, and Skadden, because exchange/ATS, broker-dealer, custody, clearing/settlement, and SEC engagement become central rather than peripheral. Goodwin, for example, expressly identifies ATSs, digital securities and tokenized assets within its broker/exchange practice.
For institutional tokenization involving banks, funds, Treasuries, or structured products:Skadden and DLA Piper are especially worth interviewing because of the intersection with traditional capital markets, investment management, structured finance, and financial institutions. DLA Piper specifically identifies tokenization within its structured-finance practice.
One important 2026 consideration
The regulatory environment has moved considerably beyond the old question of "is this token a security?" The SEC has been addressing tokenized securities as part of mainstream securities-market infrastructure. Recent developments involve issuer-sponsored tokenization, third-party tokenized products, custody, transfer agents, secondary markets, and temporary regulatory relief for tokenized-stock venues.
That means I'd avoid selecting counsel solely because they have a large "crypto" practice. For a serious digital-securities project, I'd want the actual engagement team to include expertise in:
Securities Act / Exchange Act
Broker-dealer and ATS regulation
Investment Company Act, if applicable
Custody and qualified-custodian issues
Transfer-agent and shareholder-record requirements
UCC Article 8 / bankruptcy remoteness
KYC/AML and sanctions
Tax
State securities laws
SEC no-action/exemptive-relief strategy
Smart-contract and technology agreements
If you tell me what you're actually tokenizing (e.g., private-company equity, real estate, private credit, a fund, Treasuries, or another RWA) and whether you're the issuer or building the trading platform, I can narrow this to a much more useful shortlist of specific partners/practice groups and explain what each would be best suited for.
