Max Dilendorf, Esq.

Max Dilendorf, Esq.

Max Dilendorf’s practice is focused on digital assets, cryptocurrency, and asset tokenization.  Max is an early adopter who joined the industry in 2016.  His cryptocurrency legal philosophy relies on federal and state compliance for counseling clients on meeting their regulatory obligations. Clients rely on Max’s personalized approach and unparalleled cutting-edge legal knowledge in the world of digital assets for solving the most challenging crypto legal puzzles.  Max was named to Super Lawyers’ New York Metro Area “Rising Star” in 2018, 2019, 2020 and 2021. 

Cryptocurrency and digital assets is a complex and multidimensional area of law often requiring intricate practical analysis and application of the following laws and regulations:

  • the U.S. Securities Act of 1933 and the Securities Exchange Act of 1934;
  • the Anti-Money Laundering Law (“AML”);
  • the U.S. Bank Secrecy Act (“BSA”);
  • 50 state-specific money transmitter laws (“MTL”) with a nationwide application standard;
  • the U.S. Internal Revenue Code;
  • the Racketeering Influence and Corruption Organization Act (“RICO”); and
  • all related and implementing regulations of the above statutes.

Max strives to understand clients’ backgrounds, goals, trading habits, investment vehicles, and other critical factors to identify which bodies of law, and specific statutes and regulations, are implicated.

This approach is crucial when:

  • guiding clients toward lawful behavior in Defi, Web 3.0 virtual universes and Metaverse;
  • selecting and establishing optimal onshore and offshore business structures;
  • assisting clients with asset tokenization projects and developing legal market entry strategies in the US, Southeast Asia, and Europe;
  • establishing guidelines for cryptocurrency trading activities to make operations as efficient as possible, as well as to make sure that clients’ activities are legal under U.S. laws and regulations;
  • crypto compliance with tax laws and reporting requirements against everchanging US standards;
  • preparing a crisis plan as the first step in avoiding crisis situations before they arise.

Max regularly represents in a variety of digital asset matters:

  • Institutional investors and publicly traded companies;
  • Cryptocurrency exchanges, OTC desks and wallet-providers;
  • Traditional real estate operators and developers;
  • Cryptocurrency hedge fund managers and investors;
  • DeFi traders and Dapp developers;
  • Metaverse businesses, brands, and users;
  • Family offices;
  • Digital asset platforms;
  • NFT platforms, issuers, and investors; and
  • Fraud victims.

Featured In:

Speaking Engagements:

  • Hangzhou, China.  Bitrise Capital.  Masterclass:  “Issuance and Sale of Digital Securities in the US.”
  • Hong Kong, HK.  C-Block Capital.  Presentation: “Structuring Cross-Border Real Estate Transactions Using Cryptocurrency.”
  • New York. IBM Blockchain Ventures. Workshop: “Double Header: Security Token v. Utility Token; Jurisdiction Selection.”
  • Kuala Lumpur, Malaysia. Asia Blockchain Review and Infinity Blockchain Ventures. Workshop. “Digital Securities (aka Security Tokens). How to launch STO in the US and issues to consider.”
  • New York.  New York University.   Panel Discussion: “Blockchain and Digital Securities Regulations in US and Abroad.”
  • Kuala Lumpur, Malaysia. South East Asian Central Banks (SEACEN) Research and Training Centre. Presentation: “Framework for Launching Digital Securities in the US and Global Modernization of Capital Markets.”
  • New York.  Joint webinar with Securitize: “Real Estate Tokenization.”
  • New York. Berkshire Hathaway HomeServices.  Presentation: “Structuring Foreign Investment in New York Real Estate Using Bitcoin”.
  • Connecticut.  CCIM’s Annual Golf Symposium.  Panel Discussion: “Blockchain in Commercial Real Estate.  The Future is Here.”
  • Bangkok, Thailand.  Thailand Securities and Exchange Commission (SEC).  Topic: “Structuring Digital Security Offerings in the United
  • New York.  National Financial Network.  Joint presentation with Popular Bank.  “Structuring Real Estate Transactions Using Digital Assets.”
  • New York.  HSBC.  Presentation: “Foreign Investments in US Real Estate and Use of Digital Assets.”
  • New York.  Joint Webinar with OpenFinance, Harbor and Diginex.  “Slicing through the Hype Around Tokenized Securities.”
  • New York.   Synergy Global Forum, Executive MBA Program.  Presentation:  “Regulation of Digital Assets in the US.
  • New York.  Peltz International.  Panel Discussion: “Real Estate Opportunity Funds.” 
  • New York. Joint Webinar with tZero and Polymath.  “Security Token Framework: Interoperability Through Standards?”
  • New York. Joint Webinar with OpenFinance and Securitize.  “STO/DSO: from Planning to Secondary Trading.”
  • New York. NYC Blockchain Center. Workshop: “Real Estate Tokenization.”
  • New York. Blockchain Society Executives-Only NYC Conference. Panel Discussion: “Security Tokens v. Utility Tokens.”New York.   US-China Real Estate Forum.   Panel Discussion: “Tokenization of Real Estate.”

 

SELECTED TRANSACTIONS

Commercial Property Tokenization Consulting

Advised a client regarding the process of tokenizing $40M commercial property in the Midwest, addressed applicable securities regulations and token transfer restrictions for US and non-US investors, selected appropriate legal structure and consulted regarding the underwriting process on a smart-contract, issuance of ERC-20 tokens, verification of the accreditation status of US and non-US investors, KYC/AML checks, as well as onshore/offshore banking

Sale of Multi-Family Building and Partner Buy-Out

Successfully represented a client in the sale of a mixed-use building in Midtown, Manhattan and in the buy-out of his partner’s ownership interest in the building

Acquisition and Development of EPA’s Superfund Site in Connecticut

Represented a developer as co-counsel in a $50M project that involved the acquisition of the EPA’s Superfund site in CT for developing a 100,000 SF retail store

US Inbound Investment in Commercial Development Project

Represented a foreign private fund in connection with the corporate and tax structuring of their investment in commercial real estate project in NYC by utilizing beneficial tax treaty provisions, and combination of debt and equity 

Retail Condo Purchase and Financing

Assisted a foreign client with obtaining financing for the purchase of a $5.75M retail condominium unit in Downtown, Manhattan

Acquisition of Development Lot in Miami

Represented a developer as co-counsel in the acquisition of a $21M development lot on the Indian Creek Compound, Miami, FL

Delaware Dynasty Trust to Purchase and Hold Investment Real Estate

Represented a foreign investor as co-counsel in connection with setting-up a Delaware Dynasty Trust for asset protection purposes and for purposes of purchasing and holding investment real estate in New York

Reverse 1031-Exchange

Advised a foreign client on structuring a reverse 1031-exchange for the sale of $5M mixed-use property in Midtown Manhattan

Tokenized Real Estate Lending Fund

Working with a client on setting-up a $20M tokenized real estate lending master feeder fund (US/Cayman), including potential tax implications, application of US securities and investment regulations and worldwide treatment of the fund tokens

Luxury Estate Lease in Greenwich, CT

Represented a member of a royal family as co-counsel in drafting and negotiating the lease for a residential property in Greenwich, CT 

Commercial Loan Secured by a Building

Represented a borrower in a $10M commercial loan transaction secured by an office building in Florida

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