Selected work

The record, by practice.

These are the matters that best show the practice, grouped by area and described by what was built: the structure, the terms and the numbers. Start with the heading closest to your problem.

01

AI Infrastructure and Applications

Buyer-side, provider-side and developer-side, across the site, compute and application layers.

Infrastructure

  1. Acquisition

    Buyer-side acquisition of a two-hundred-megawatt data-center campus at $55 million, including $47 million of seller financing, the security package and the lien subordination that preserved the site’s financeability for a construction lender.

  2. Joint venture

    Developer-side joint venture and power-supply structuring for behind-the-meter data-center development, including gas supply and power purchase arrangements, and a related nine-parcel land and mineral-rights acquisition structured as paired agreements with cross-default and cross-termination.

Compute agreements

  1. Master services agreement

    Provider-side GPU compute master services agreement for reserved instances on owner-operated equipment in third-party colocation, with availability and support service levels and an order-form structure.

  2. Negotiation

    Compute supply and resale terms negotiated opposite a leading GPU marketplace, on behalf of the capacity provider.

  3. Offtake

    Binding anchor offtake term sheet for seven megawatts of AI compute capacity in a greenfield data center in Southeast Asia, on behalf of the anchor customer.

  4. Procurement

    Vendor and procurement arrangements across the AI hardware supply chain (servers, memory, network interconnect and power services), including export-control and denied-party provisions.

Applications

  1. Formation and financing

    Formation, financing and commercial documentation for AI application companies building agent platforms, vertical AI products and robotics, including seed and convertible financings, board approvals, and data-architecture and IP review.

  2. Commercial

    Master services agreement and statements of work for a layer-one blockchain foundation commissioning a native agentic-payments platform, originated through a partnership with a major cloud provider.

  3. Outside general counsel

    Ongoing corporate, commercial and offshore structuring counsel to the operator of a decentralized AI network.

02

Digital Assets and Protocols

Protocol-side, opposite chartered banks and counsel across jurisdictions.

  1. Institutional custody

    Company-side counsel to the developer of a major layer-one blockchain on a multiyear protocol technical support agreement with a federally chartered digital-asset bank, covering qualified-custody collateral and tri-party collateral management.

  2. Ecosystem

    Ecosystem support, grant and partnership agreements for a layer-one blockchain foundation, negotiated against counterparty counsel in Asia.

  3. Exchange partnership

    Crypto-as-a-service partnership agreement with a digital-asset exchange, for a layer-one ecosystem.

  4. Token documentation

    Token rights and distribution documentation for a consumer digital-asset network with holders across multiple jurisdictions.

  5. Compliance

    Anti-money-laundering program and platform terms for digital-asset applications, including the money-transmission analysis underneath them.

  6. Platform terms

    Terms of use, privacy and content policies for a smart-contract collaboration platform, reviewed against its wallet, oracle and reward architecture to hold its non-custodial position.

  7. Capital provision

    Capital-provision and revenue-share arrangement with an on-chain data protocol drawing on a decentralized exchange’s liquidity, on behalf of the capital provider, including staged investment and recoupment terms.

  8. Structuring

    Foundation and DAO structuring, including offshore vehicles in the British Virgin Islands and the Cayman Islands.

03

Fund Formation and Private Securities

Sponsor-side from the general partner chain to the subscription documents, and the private-securities questions around the raise.

  1. Fund formation

    Sponsor-side formation of an AI compute infrastructure fund raising up to $900 million: private placement memorandum, limited partnership agreement, investment management agreement, general partner and management company agreements, and subscription documents. Restructured from a $200 million Section 3(c)(1) fund into a Rule 506(c) offering to qualified purchasers under Section 3(c)(7) as the target raise grew, with a whole-fund European waterfall with clawback, an investment manager positioned for SEC registration, and the related-party approval and indemnification architecture required where the sponsor owns every entity in the chain.

  2. Sponsor structuring

    Structuring and formation of a multi-entity venture platform: the general partner chain, the management company, parallel vehicles and fund documents built to carry to the next fund without re-papering.

  3. Fund platform

    Multi-fund platform for a private capital group: a complete sponsor-side suite for its first fund, with the finder, introducer and non-circumvention program behind a raise across the United States, the Gulf and Africa.

  4. Offering conversion

    Conversion of a private offering from Rule 506(b) to Rule 506(c) general solicitation, with an accredited-investor verification regime built on minimum-investment thresholds and investor self-certification under the SEC’s March 2025 no-action guidance.

  5. Finder arrangements

    Finder, introducer and network-referral arrangements for sponsors and venture platforms, structured around the transaction-based compensation line that separates a finder from an unregistered broker-dealer.

04

Emerging Financial Products

Built for the platforms themselves, from the terms of service up.

  1. Platform suite

    Complete legal suite for a funded-trader proprietary trading platform: evaluation and challenge terms of service, trader independent-contractor agreements, payout framework, a unified privacy policy across affiliated brands, and shared-services arrangements.

  2. Restructuring

    Offshore restructuring of a trading-services business through Cayman and British Virgin Islands vehicles, coordinated with offshore counsel.

  3. Platform agreements

    Trader agreement and market data license agreement for a funded-trader platform.

  4. Trading network

    Asset-management platform agreement and trading and clearing agreements for a quantitative trading network.

  5. Strategy tool

    Terms of service for an AI-assisted strategy-building product, with the license architecture that keeps strategy ownership, training data and the improvement loop with the platform.

05

Corporate and Outside General Counsel

Financings, governance and the agreements that decide what a company owns.

  1. Financing

    Series A amended and restated certificate of incorporation and related reorganization for a venture-backed software company, including a British Virgin Islands incorporation.

  2. Governance

    Second amended and restated operating agreement for a closely held company, covering buy-sell terms, transfer restrictions and the distribution waterfall.

  3. Outside general counsel

    Outside general counsel to a technology company: board and stockholder approvals, founder intellectual-property assignments and ratification of prior stock issuances.

  4. Equity for services

    Recruitment services agreements for a search firm placing with AI companies, with fees paid in client equity and warrants rather than cash.

  5. People and IP

    Consultant agreement and invention-assignment program for a public technology company, including the California employee-invention notice.

Where a matter called for it, we ran it with specialist counsel from our network.

If one of these looks like your problem, start there.

Tell us which entry and what is different about yours. That is usually enough for a first conversation.