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Boutique Crypto Securities Counsel

I read protocol whitepapers
so the SEC doesn't have to
explain them to you.

Boutique counsel for token issuers, DeFi protocols, DAOs, and the venture funds backing them. I work closely with a select group of venture funds and venture studios across the US and Asia, sitting at the intersection of on-chain architecture and federal securities law. High-touch, high-context, no assembly line.

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42+
Portfolio Companies Advised
$2.1B
TVL Under Counsel
0
Enforcement Actions
8yr
In Crypto Law
01

About

I go by Law Bro. I run a boutique securities practice focused exclusively on crypto. I went deep into the rabbit hole in 2017 and never came back. I started advising early ICO projects on how to not get demolished by the Howey test, and I've been in the trenches ever since: through the 2018 enforcement wave, the DeFi summer of 2020, the DAO LLC experiments, and now the evolving MiCA and FIT21 landscape.

My practice is deliberately small. I work closely with a handful of venture funds and venture studios across the US and Asia, advising both the funds themselves and their portfolio companies on token structures, regulatory strategy, and compliance architecture. The relationship is embedded, not transactional. I sit in on technical calls, review protocol designs before they're finalized, and flag regulatory landmines before the code is written, not after.

I read Solidity. I audit tokenomics models. I've reviewed hundreds of smart contract architectures not just for legal risk, but to understand what the code actually does versus what the whitepaper claims. That fluency is the difference between a lawyer who tells you "don't do that" and one who tells you exactly how to structure the mechanism so it works.

I operate pseudonymously because my work is about the analysis, not the personal brand. My track record speaks in clean no-action letters, token structures that have survived regulatory scrutiny, and protocols that launched without looking over their shoulder.

When I'm not advising clients, I'm writing about the collision of code and regulation, running a node, contributing to governance proposals, and obsessing over mechanism design. I believe programmable finance is the most important development in capital markets since electronic trading, and I want to make sure it survives contact with the regulatory apparatus.

Core Stack

  • U.S. Securities Law SEC / FINRA
  • Token Classification Howey / Reves
  • DeFi Protocol Architecture EVM / Solana
  • DAO Governance Structures LLC / UNA / Foundation
  • Cross-border Compliance MiCA / UK FCA
  • Smart Contract Review Solidity / Rust
  • Tokenomics Modeling Mechanism Design
  • On-chain Forensics Chainalysis / Arkham

Currently Watching

  • FIT21 Implementation Congress
  • Stablecoin Regulation GENIUS Act
  • RWA Tokenization Reg D / Reg S
  • Restaking Legal Frameworks EigenLayer
  • MEV Regulatory Risk Front-running
02

Practice Areas

01

Token Issuance & Classification

Full-spectrum analysis of whether your token is a security under Howey, Reves, or the SEC's evolving framework. I structure token launches that thread the needle between utility, governance, and investment contract law. From SAFTs to airdrops to points-to-token conversions, I've seen every permutation and know where the lines are drawn.

Howey Test Reg D Reg S Reg A+ SAFTs Airdrops
02

DeFi Protocol Legal Architecture

Structuring the legal wrapper around protocols that have no CEO and no office. I work with teams to design governance systems, foundation structures, and operational frameworks that satisfy regulators without destroying the decentralization thesis. This means understanding both the legal entity stack and the on-chain power dynamics.

DAO LLC Cayman Foundation Swiss Verein Multisig Governance
03

SEC & CFTC Enforcement Defense

When the Wells notice arrives, you need counsel who understands both the regulatory playbook and your protocol's architecture at the bytecode level. I prepare Wells responses, negotiate with enforcement staff, and build arguments grounded in the technical reality of how the protocol functions - not how a regulator assumes it does from reading a blog post.

Wells Response Subpoena Response Settlement Negotiation Expert Witness
04

RWA Tokenization & Structured Products

Bringing real-world assets on-chain is the frontier of securities law. I advise on the tokenization of treasury bills, real estate, private credit, and equity - structuring compliant issuances under existing securities frameworks while leveraging smart contracts for automated compliance, transfer restrictions, and dividend distribution.

Reg D 506(c) ERC-3643 SPVs Transfer Agents
05

Exchange & Market Structure Compliance

Whether you're running a centralized exchange, a DEX aggregator, or something that the SEC might argue is an unregistered ATS, I help you map your architecture against the regulatory definitions. I've advised on order book designs, liquidity pool structures, and bridging mechanisms with an eye on broker-dealer and exchange registration triggers.

ATS Registration Broker-Dealer DEX Compliance Market Making
06

Cross-border Token Distribution

Tokens don't respect borders. I help projects navigate multi-jurisdictional launches, structuring distributions that comply with U.S. securities law, EU MiCA requirements, and the patchwork of Asian regulatory regimes. This includes geofencing strategies, KYC/AML architecture, and entity structuring that isolates regulatory risk across jurisdictions.

MiCA Reg S VARA MAS Geofencing
03

Blog

Unification and the Quiet Rewriting

The first post on the Law Bro Substack. On the slow, deliberate consolidation happening across crypto securities regulation, and why the builders paying attention now will be the ones still standing when the dust settles.

2026-04-10 The Restaking Trilemma: Security, Decentralization, and the Securities Act of 1933 Securities Analysis
EigenLayer and the restaking primitive have created a new category of financial instrument that doesn't map cleanly onto any existing securities classification. A deep analysis of re-hypothecation of cryptographic economic security and what that means for every protocol building on top of it.
2026-04-03 Points Programs Are Contingent Claims: A Legal Framework for Pre-Token Incentive Systems Token Design
Every major protocol is running a points program. Almost none of them have thought about what happens when the SEC treats those points as pre-functional allocation rights to an unregistered security. I break down why the "it's not a token yet" argument won't hold up, and how to structure your incentive program to survive scrutiny.
2026-03-27 Why Your DAO's Governance Token Fails the Howey Test (and What to Do About It) DAO Governance
The "sufficient decentralization" defense is a meme, not a legal standard. I analyze the actual case law, trace the SEC's evolving position through recent enforcement actions, and lay out a concrete framework for structuring governance tokens that have a defensible argument for non-security classification.
2026-03-19 On-chain Order Books and the ATS Question: When Does a Smart Contract Become an Exchange? Market Structure
The SEC defines an exchange as any system that "brings together the orders of multiple buyers and sellers." A CLOB smart contract does exactly that. I examine why the decentralization of the matching engine doesn't exempt you from Reg ATS, and explore architectures that might actually thread the needle.
2026-03-11 MEV as Front-running: The Regulatory Implications of Maximal Extractable Value MEV / Regulation
When a block builder reorders transactions to extract value from a DEX trade, is that legally distinguishable from a broker front-running a customer order? The technical answer is nuanced. The regulatory answer might not be. I map MEV extraction patterns onto existing securities fraud and market manipulation frameworks.
2026-03-02 The GENIUS Act Decoded: What the Stablecoin Bill Actually Means for Issuers and DeFi Legislation
Everyone has opinions about the stablecoin bill. Few have read the actual text. I go section by section through the GENIUS Act, analyze what it means for current stablecoin issuers, how it affects DeFi protocol integrations, and why the reserve requirements create an unexpected moat for incumbent players.
2026-02-20 Tokenized Treasuries Under Reg D: The Legal Plumbing Behind $2B in On-chain Government Debt RWA
Tokenized treasury products have crossed $2 billion in AUM and nobody's talking about the legal infrastructure holding it together. I dissect the SPV structures, the transfer agent relationships, the ERC-3643 compliance hooks, and the jurisdictional arbitrage that makes these products possible.
2026-02-12 Airdrop Mechanics and Tax-Induced Securities Risk: A Problem Nobody Wants to Solve Tax / Airdrops
The IRS treats airdropped tokens as ordinary income at FMV on receipt. The SEC might treat those same tokens as unregistered securities. These two positions create an impossible compliance bind for recipients and issuers alike. I lay out the conflict, its consequences, and two possible resolution frameworks.
2026-02-01 Smart Contract Immutability vs. Regulatory Updateability: The Core Tension of DeFi Compliance DeFi Architecture
Regulators want the ability to enforce sanctions, freeze assets, and compel disclosure. DeFi's value proposition rests on immutable, permissionless code. I explore the emerging "compliance layer" approach, proxy patterns, modular sanctions oracles, and the legal implications of building a kill switch into unstoppable code.
2026-01-18 The Legal Geography of a Validator: Where Is a Node, and Why Does It Matter? Infrastructure
Jurisdiction depends on location. A validator running in AWS us-east-1 is physically in Virginia. Does that subject the operator to Virginia state securities law? I trace the jurisdictional exposure chain from physical hardware to on-chain settlement and explain why validator geography is the next regulatory frontier.
2026-01-05 Wrapped Tokens, Synthetic Assets, and the Derivative Classification Problem Derivatives
Is wETH a derivative of ETH? Is a synthetic stock token a swap? The CFTC and SEC have competing claims over these instruments, and the classification determines everything from registration requirements to tax treatment. I analyze the legal nature of wrapping, bridging, and synthetic asset creation.
2025-12-19 FIT21 and the Dual Regulator Model: How the Crypto Market Structure Bill Actually Works Legislation
FIT21 proposes splitting crypto oversight between the SEC and CFTC based on a "decentralization test." I map out how this test works at a technical level, where the boundary conditions create perverse incentives, and why the bill's definition of a "digital commodity" might accidentally capture things Congress never intended.
04

Schedule a Call

Let's talk about your protocol.

Initial consultations run 45 minutes. Come with your whitepaper, tokenomics docs, and smart contract architecture. I'll come with questions. No billing for the first call. I need to understand your system before I can tell you whether I'm the right counsel for it.

  • Duration 45 min
  • Format Video call (encrypted)
  • First call Complimentary
  • Availability Tue / Wed / Thu
  • Timezone UTC-adjusted
  • Required NDA signed prior

Select a date

April 2026

Available times

This site is for informational purposes only and does not constitute legal advice. No attorney-client relationship is formed by visiting this site or scheduling a consultation. Past results do not guarantee future outcomes. Pseudonymous practice does not affect the validity of the attorney-client privilege or the quality of counsel provided.