Securities Counsel for Bitcoin Treasury & Digital Credit

The instruments I structure

Perpetual and digital-credit preferred stock. I start with the rights that survive the marketing language: fixed or variable dividends, cumulative or non-cumulative treatment, payment discretion, seniority, liquidation preference, redemption, conversion, voting rights and amendment thresholds. The deciding questions are who has authority to set or reset the economics, what happens when a dividend is not paid or a redemption cannot be funded, and whether the charter, board record, offering disclosure and investor documents all describe the same instrument.

Private digital-asset treasury issuer securities. I structure common equity, preferred equity, notes and convertibles for private issuers using a Regulation D, Regulation S or coordinated offering path as the facts permit. The legal questions are who may buy, what transfer restrictions follow the security, how the Bitcoin treasury and custody arrangements must be disclosed, and whether later financings, conversions or offshore distributions create rights or restrictions the first round did not account for.

Bitcoin-collateralized corporate credit, including collared and non-recourse structures. I distinguish a borrower that merely owns Bitcoin from a lender that actually receives an enforceable collateral package. The transaction turns on what property interest is granted, who controls the digital asset and the keys or custody account, how valuation and liquidation triggers operate, what recourse remains after enforcement, and whether any hedge or collar introduces a separate derivatives perimeter that needs its own analysis.

Tokenized issuer securities. I treat tokenization as a method of issuance, recordkeeping or transfer, not as an exemption from securities law. I decide what the authoritative ownership record is, how transfer restrictions are enforced on-chain and off-chain, what happens if the token state conflicts with the issuer’s legal register, and which transfer-agent, custody, administrator or platform functions must be assigned to a regulated or contractually responsible party.

Stable-value and yield wrappers. I analyze the product before the label. The GENIUS Act creates a federal payment-stablecoin regime whose effective date and implementing rules must be checked at launch; that regime includes a prohibition on issuer-paid interest or yield solely for holding, using or retaining a payment stablecoin and prescribes reserve categories that do not include Bitcoin. I therefore test whether the product is actually intended to be a payment stablecoin, a security, a deposit or tokenized deposit, a fund interest, or another contractual claim, and I do not let “stable,” “yield” or “Bitcoin-backed” branding answer the legal question.

Private funds and LP structures with a digital-asset overlay. I structure the U.S. fund documents around the strategy actually being offered, including the securities offering path, investor eligibility, valuation, custody, allocation, side-letter and withdrawal mechanics, and the separation between fund assets and manager economics. I treat the private-fund status conclusion itself, and any Advisers Act, Investment Company Act of 1940, CFTC, ERISA, tax or non-U.S. conclusion, as a separate subject-matter signature where required.

Recapitalizations, consolidations and exchange structures. I use these when an issuer needs to simplify an early capital stack, exchange one class for another, add or remove conversion or redemption rights, or consolidate instruments before a larger financing. The deciding issues are class and holder approvals, amendment and exchange mechanics, disclosure to affected holders, treatment of accrued economic rights, and whether the transaction creates a new securities offering or other consent obligation.

Treasury reserve, repurchase and redemption programs. I document the authority and limits around holding, selling, pledging, monetizing or repurchasing assets and securities so that reserve management is not improvised during a drawdown. I focus on who may act, what liquidity must be preserved for senior claims, how dividend and redemption decisions interact with the reserve policy, what disclosures accompany repurchases or new issuances, and what the board record should show when management changes course.

What a signature buys

I price this work by responsibility, not by page count. For an opinion or structure memorandum, the signature is mine and the reliance perimeter is defined. For a transaction document set, the fee buys my drafting responsibility for the instruments identified in the engagement letter; the issuer and transaction parties execute their own corporate and commercial documents. Full capital stacks that combine several instruments, counterparties or reliance audiences are quoted above $30,000.

Signed Securities Characterization and Exemption OpinionFee: $25,000 to $30,000.

I state my conclusion on the instrument’s characterization under the covered U.S. securities law and on the availability of the identified private-offering or other exemption path, subject to the stated facts, documents, assumptions and continuing conditions. I can address the issuer, its board, or a specifically identified counterparty or service provider if that reliance audience is agreed before diligence begins. I require a management factual certificate covering the issuer, capitalization, offering process, investor class, use of proceeds, treasury and custody facts, and any other matter I am asked to assume rather than independently verify.

Signed Structure Memorandum for a Treasury or Preferred ProgramFee: $15,000 to $25,000.

I use this when management or the board needs a signed architecture decision before the full transaction set is built. The memorandum maps the proposed instrument, capital-stack position, offering path, governance approvals, reserve and custody architecture, disclosure issues, execution dependencies and separate-counsel questions. Reliance is ordinarily limited to the client and the internal addressees named in the memorandum, and I base it on the agreed term sheet, capitalization record, organizational documents, treasury facts and management certificate.

Preferred-Stock Terms and Board Authorization PackageFee: $20,000 to $30,000.

I draft the preferred terms or designation appropriate to the issuer’s governing law, the board and stockholder approvals required by the scoped transaction, issuance resolutions, authority record, and the related execution set. The package is for the issuer and the transaction parties expressly named in the engagement, and it rests on certified organizational documents, current capitalization, the approved economics, existing class rights and a factual certificate confirming that no undisclosed side arrangement changes the terms I am documenting.

Reserve, Dividend and Redemption Policy SetFee: $10,000 to $20,000.

I turn treasury policy into an operating legal record: authority limits, reserve categories, custody assumptions, liquidity thresholds, dividend decision mechanics, redemption funding, repurchase authority, escalation and board reporting. This is generally an issuer and board deliverable rather than a third-party opinion. I require current debt and preferred obligations, custody arrangements, treasury authority, the intended reserve policy and a management certificate identifying any contractual restrictions that could override the policy.

Bitcoin-Secured Credit Document SetFee: $25,000 to $30,000.

I document the credit instrument, collateral grant, control and custody covenants, valuation and margin mechanics, liquidation triggers, remedies, recourse limitations, representations, reporting and closing conditions within the law expressly covered by the engagement. I deliver the set for the borrower, lender and any named collateral or custody party whose role is within scope, but I do not turn the document set itself into an unnamed legal opinion. Any separate legal opinion is addressed only to the named opinion recipient. I require the custody architecture, wallet or account control facts, corporate authority, collateral schedule and agreed enforcement mechanics before signature.

Tokenization Structure OpinionFee: $25,000 to $30,000.

I analyze whether tokenization changes any part of the securities, transfer, custody or recordkeeping analysis and state which legal record controls ownership and transfer. I can address the issuer and a named platform, administrator, transfer agent, custodian or counterparty if the engagement is scoped for that reliance. I require the token mechanics, smart-contract permissions, off-chain register, transfer restrictions, custody model, offering documents and factual certificate describing what the technology does and does not do.

Private-Fund Launch SetFee: from $15,000, with U.S. launch scope quoted within the $15,000 to $30,000 band.

I prepare the U.S. fund-side document set defined in the engagement, which can include the private placement memorandum, governing agreement, subscription materials, offering-exemption documents, investor representations, side-letter framework and first-closing record. I state separately which fund-status, adviser, commodities, tax, ERISA or non-U.S. conclusions require another lawyer’s signature. I cross-reference the dedicated private-fund page, from $15,000, for the fund-specific scope and pricing architecture.

Integrated Capital StackFee: quoted above $30,000.

I use a separate engagement when the assignment combines multiple securities, a financing, reserve and redemption policies, third-party reliance, tokenization, fund or offshore components, or several closing opinions. I define each signature, the counsel responsible for it, the diligence record feeding it and the document set that belongs in the final closing binder rather than pretending one opinion can cover the entire stack.

Every signed opinion names its addressee and carries a reliance and assumptions schedule. I do not permit unnamed investors, later purchasers or website readers to treat an opinion as theirs merely because they receive a copy.

Where the requested conclusion depends on the Investment Company Act of 1940, Advisers Act, broker-dealer law, CFTC jurisdiction, bank or stablecoin regulation, tax, ERISA or non-U.S. law, I scope that conclusion as a separate signature by subject-matter counsel and coordinate the facts, documents and closing sequence. I do not fold another lawyer’s conclusion into my signature by implication.

How an engagement runs

1. 1. I start with the term sheet and facts in writing. I identify the issuer, instrument, current capitalization, treasury and custody facts, proposed buyers, transaction counterparties, intended addressee and the legal conclusion or document set requested, then I run a conflict check before substantive work begins.
2. 2. I define the responsibility before the fee is earned. The written engagement letter identifies the signed deliverable, covered law, named addressee, permitted reliance, excluded subject areas, factual materials required and fixed fee. If the structure is still too early to scope responsibly, I can begin with a $300 written architecture review and credit that amount toward the signed deliverable that follows.
3. 3. I draft against the actual record. I mark the legal questions that change the structure, conform the term sheet and transaction documents to the selected path, and identify any factual or separate-counsel issue that prevents signature. A focused architecture review is generally completed within several business days after I have a complete record; signed opinions and defined transaction sets are generally scoped in business weeks, with timing driven by diligence and counterparties rather than page count.
4. 4. I close the factual record before I sign. Management signs or confirms the factual certificate, I resolve open assumptions, and I check the final execution versions against the conclusions I am being asked to state. If a material fact remains uncertain, I qualify it, obtain evidence, narrow the opinion or decline to sign that conclusion.
5. 5. I deliver the signature with the closing record. The closing binder includes the signed deliverable, reliance and assumptions schedule, factual certificate, final transaction documents within scope, organizational and board approvals, and any separate subject-matter opinion coordinated for the transaction. I preserve the distinction between a signed legal conclusion and background material that no one is entitled to rely on as an opinion.

What I will not sign

1. I will not sign an opinion that a token is not a security merely because the instrument is issued or transferred on-chain.
2. I will not describe an instrument as Bitcoin-collateralized if the holder or lender has no actual collateral grant and no enforceable custody or control architecture supporting that statement.
3. I will not treat a stable-value or yield product as a payment stablecoin without analyzing whether the product and issuer fit the applicable payment-stablecoin perimeter, including the GENIUS Act framework when applicable.
4. I will not state a non-U.S. law conclusion under my signature. I coordinate local counsel when a transaction depends on another jurisdiction.
5. I will not put a tax, ERISA, CFTC, broker-dealer, bank-regulatory, fund-status or other separate subject-matter conclusion under my signature as part of this service. I coordinate a separate signature by the lawyer responsible for that subject.
6. I will not issue an opinion to an unnamed reliance universe. If a lender, investor, transfer agent, custodian, administrator or other third party expects reliance, that party must be identified and scoped before I sign.
7. I will not sign from a pitch deck when the governing documents say something else. My conclusion follows the executed or execution-ready legal record and the factual certificate, not the label used in marketing.