Practice Areas
Legal counsel for the technologies shaping tomorrow's economy.
Digital Assets & Blockchain
Full-service legal counsel for digital asset businesses—from custody architecture and regulatory compliance to litigation when disputes arise. Drawing on SEC experience, work at global law firms, and courtroom advocacy, Astraea Counsel handles the transactional, regulatory, and litigation needs of blockchain and crypto companies under one roof.
Services
Digital Asset Custody & Treasury
Navigate custody requirements for digital asset treasury operations. Strategic counsel on architecture, risk management, and compliance.
- •MPC/multisig architecture design and implementation
- •Hot-cold wallet segregation strategies
- •OFAC compliance and Travel Rule requirements
- •UCC Article 12 perfection and control analysis for secured lending
- •Treasury allocation policies and board-level risk frameworks
- •Custodian selection and agreement negotiation
Tokenized Securities
Structure compliant token offerings under federal securities law. Guidance on exemptions, investor qualification, and ongoing compliance.
- •Regulation D/S/A/Regulation A+ structuring and exemption analysis
- •Token economics and holder rights design
- •SAFT/SAFE documentation and convertible instruments
- •Form D preparation and filing with SEC and state securities regulators
- •Accredited investor and qualified purchaser verification
- •Ongoing reporting and compliance obligations
Stablecoin Compliance
Strategic counsel for stablecoin issuers navigating federal and state frameworks. Practical guidance on reserve requirements, redemption mechanisms, and multi-jurisdiction operations.
- •Reserve backing and attestation requirements
- •Redemption terms and customer protections
- •State money transmitter license strategy and applications
- •Federal Reserve engagement and regulatory positioning
- •AML/KYC program design for issuers
- •Consumer protection and disclosure requirements
DAO Governance & Structure
Legal frameworks for decentralized autonomous organizations balancing innovation with compliance. Entity selection, governance design, and risk mitigation.
- •Legal entity selection (LLC, foundation, unincorporated association)
- •Token holder rights and voting mechanisms
- •Treasury management and multisig controls
- •Contributor agreements and compensation structures
- •Securities law analysis for governance tokens
- •Intellectual property ownership and licensing
Representative Experience
- •Led creditor representation in FTX, Genesis, and Celsius crypto bankruptcies, recovering assets for tens of thousands of account holders
- •Structured tokenized securities offerings for fintech startups under Regulation D exemptions
- •Advised financial institutions on stablecoin issuance and custody frameworks with Federal Reserve engagement
- •Drafted UCC Article 12 control analyses for lenders securing digital collateral in credit facilities
- •Litigated disputes involving digital asset fraud, exchange failures, and novel questions of personal jurisdiction over foreign blockchain defendants
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Litigation & Disputes
Trial-tested litigation counsel for technology companies, founders, and investors. From pre-suit strategy through trial and appeal, Astraea Counsel brings global-firm rigor and a judicial-chambers perspective to complex disputes. Our litigation practice is led by a former judicial law clerk from California's busiest complex court, trained at Simpson Thacher & Bartlett—who has argued before the U.S. Court of Appeals for the Ninth Circuit and first-chaired a books-and-records trial in the Delaware Court of Chancery.
Services
Complex Commercial Litigation
Prosecution and defense of high-stakes business disputes in state and federal court. Lead counsel from filing through trial and post-judgment enforcement.
- •Breach of contract and commercial fraud claims
- •Fiduciary duty and corporate opportunity disputes
- •Partnership and joint venture disputes
- •Injunctive relief and emergency motions
- •Multi-party coordination and cross-claim management
- •Trial preparation, execution, and post-trial motions
Shareholder & Governance Disputes
Strategic counsel for shareholder disputes, governance breakdowns, and control fights. Books-and-records demands through derivative actions and contested board proceedings.
- •Shareholder derivative actions and direct claims
- •Books-and-records demands (Del. Code 220 / Cal. Corp. Code 1601)
- •Oppression, squeeze-out, and involuntary dissolution
- •Contested board elections and proxy fights
- •Breach of fiduciary duty claims against officers and directors
- •Delaware Chancery and California business court proceedings
Cryptocurrency & Digital Asset Litigation
Litigation at the frontier of digital asset law, including novel jurisdictional questions, smart contract disputes, and crypto fraud recovery. Counsel who understands the technology and the courtroom.
- •Token and digital asset fraud claims
- •Exchange disputes and account recovery
- •Personal jurisdiction over foreign blockchain defendants
- •Smart contract disputes and protocol liability
- •Crypto asset tracing and recovery
- •Blockchain-related class actions and mass disputes
Appellate Advocacy
Briefing and oral argument in state and federal appellate courts. Preserve trial court victories and challenge adverse rulings with an advocate trained in persuasive writing and appellate procedure.
- •State and federal appellate briefs (opening, answering, reply)
- •Writ petitions and interlocutory appeals
- •Oral argument preparation and presentation
- •Amicus curiae briefs
- •Post-trial motions and preservation of error
- •Appellate strategy consulting for trial counsel
Representative Experience
- •First-chair trial experience in commercial and governance disputes, including a books-and-records trial in the Delaware Court of Chancery
- •Active motion practice in state and federal courts, including dispositive motions, preliminary injunctions, and contested discovery matters
- •Litigation involving novel questions of personal jurisdiction over foreign cryptocurrency defendants
- •Managed discovery across matters involving millions of documents and teams of dozens of attorneys
- •Briefing and oral argument in state and federal appellate courts, including the Ninth Circuit
- •Three-year judicial clerkship in the busiest complex litigation department in California, drafting rulings on dispositive motions, class certifications, and discovery disputes
Artificial Intelligence & Emerging Tech
Legal counsel for AI-driven businesses navigating regulatory frameworks, intellectual property challenges, and compliance obligations. Practical guidance for companies building at the intersection of law and technology.
Services
AI Regulatory Compliance
Navigate emerging AI regulations with proactive compliance strategies. Counsel on compliance readiness, algorithmic transparency, and risk assessment.
- •Algorithmic transparency and explainability requirements
- •Model governance and documentation frameworks
- •Impact assessments and risk mitigation strategies
- •Regulatory engagement and correspondence
- •Ongoing monitoring of evolving AI regulations
Data Privacy & Protection
Data privacy counsel for AI systems handling sensitive information. GDPR, CCPA, and biometric data compliance for training and deployment.
- •GDPR/CCPA compliance for AI training data
- •Training data rights clearance and licensing
- •Biometric data regulations (BIPA, GDPR Article 9)
- •Privacy by design implementation
- •Data processing agreements and vendor management
- •Cross-border data transfer mechanisms
IP & Licensing
Protect and monetize AI innovations while managing third-party rights. Strategic counsel on AI-generated content, model training agreements, and open source compliance.
- •AI-generated content ownership and copyright analysis
- •Model training data agreements and licensing
- •Open source compliance (models, datasets, code)
- •Patent strategy for AI innovations
- •Trade secret protection for proprietary algorithms
- •License negotiations for commercial AI products
Product Liability & Risk Management
Mitigate legal risks from AI system outputs and decisions. Practical guidance on liability frameworks, terms of service, and insurance strategies.
- •Model output liability analysis and mitigation
- •Terms of service and acceptable use policies
- •User disclaimers and limitation of liability clauses
- •Product liability insurance strategies
- •Incident response planning
- •Content moderation and safety frameworks
Representative Experience
- •Advised AI startups on regulatory compliance strategies
- •Structured licensing frameworks for AI-generated content platforms
- •Counseled companies on risk mitigation for generative AI products
Securities Enforcement & Investigations
When regulators come calling or internal problems surface, the response defines the outcome. Astraea pairs one attorney's honors-program experience in the SEC's Cyber Unit with securities-litigation depth at the trial and appellate level to defend investigations, manage examinations, and resolve enforcement matters—perspective that most firms can offer on one side but not both.
Services
SEC & Regulatory Investigations
Defense and strategic counsel when federal or state regulators open an inquiry. From informal information requests through Wells notices and formal orders of investigation.
- •SEC investigation defense and Wells notice responses
- •FINRA examinations and enforcement proceedings
- •FinCEN inquiries and compliance reviews
- •State securities regulator investigations
- •Voluntary self-disclosure strategy
- •Parallel proceedings coordination (civil, criminal, regulatory)
Internal Investigations
Board-directed and special committee investigations for companies facing allegations of misconduct, accounting irregularities, or compliance failures.
- •Board and special committee investigations
- •Executive misconduct and self-dealing inquiries
- •Whistleblower complaint investigation and response
- •Document preservation and collection protocols
- •Investigation reports and remediation recommendations
- •Regulatory disclosure obligations arising from investigations
Regulatory Examinations & Responses
Preparation for and defense during routine and for-cause examinations by securities regulators. Deficiency response and remediation counsel.
- •SEC examination preparation and mock exams
- •Deficiency letter responses and remediation plans
- •FINRA examination support
- •State regulatory examination coordination
- •Compliance program gap analysis and strengthening
- •Post-examination remediation implementation
Securities Litigation
Plaintiff and defense-side securities claims in federal and state court, including class actions, individual fraud actions, and statutory claims under the '33 and '34 Acts.
- •Securities fraud class actions (Rule 10b-5, Section 11, Section 12)
- •Individual securities fraud claims
- •Broker-dealer disputes and customer claims
- •Investment adviser and fund litigation
- •Digital asset securities claims
- •Large-scale discovery management in securities matters
Representative Experience
- •Defended SEC investigations and drafted deficiency responses for digital asset platforms
- •Conducted internal investigations for public company boards involving executive misconduct
- •Managed securities class action defense involving complex discovery across multiple jurisdictions
- •Provided strategic counsel on Securities Act and Exchange Act compliance, drawing on firsthand SEC experience
- •Coordinated parallel regulatory and civil proceedings arising from enforcement actions against digital asset companies
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Fintech & Payments
Regulatory counsel for payment processors, neobanks, and fintech companies navigating federal and state compliance. Strategic guidance on licensing, AML/KYC programs, and banking regulations.
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Money Transmitter Licensing
Navigate state-by-state licensing requirements with strategic counsel on FinCEN registration, state MTL applications, and exemption analysis.
- •FinCEN MSB registration and compliance
- •State-by-state money transmitter license strategy
- •Exemption analysis (agent, payment processor, stored value)
- •NMLS filings and ongoing reporting obligations
- •License maintenance and renewals
- •Surety bond procurement guidance
Banking & Payments Regulation
Counsel on federal banking regulations and payment network compliance. Strategic guidance for bank partnerships and regulator engagement.
- •Federal Reserve engagement and applications
- •FDIC advisory for bank partnerships
- •Payment card network rules (Visa, Mastercard, ACH)
- •E-money and prepaid card regulations
- •Banking-as-a-Service (BaaS) agreements
- •Regulatory change-in-control notifications
AML/KYC Compliance
Design and implement anti-money laundering and know-your-customer programs. Risk-based compliance frameworks tailored to your business model.
- •BSA/AML program design and implementation
- •Customer Identification Program (CIP) development
- •Customer Due Diligence (CDD) and Enhanced Due Diligence (EDD)
- •Suspicious Activity Report (SAR) filing procedures
- •OFAC sanctions screening and Travel Rule compliance
- •Independent compliance audits and testing
Consumer Protection
Navigate consumer financial protection regulations including UDAAP, EFTA, and TILA. Compliance strategies for lending, payments, and financial products.
- •UDAAP (Unfair, Deceptive, or Abusive Acts or Practices) compliance
- •Electronic Fund Transfer Act (EFTA) and Regulation E
- •Truth in Lending Act (TILA) and Regulation Z
- •State lending laws and interest rate caps
- •Consumer disclosure requirements
- •Complaint handling and regulatory examinations
Representative Experience
- •Advised California DFAL compliance for digital asset custody platforms
- •Structured multi-state money transmitter license strategy for payment startup, securing approvals in 15+ states
- •Designed AML/KYC programs for fintech companies handling cross-border transactions
- •Led regulatory change-in-control process for multi-billion-dollar cross-border acquisition of global trust company
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Corporate & Transactions
Corporate counsel for startups and emerging companies, from formation through fundraising and M&A. Strategic guidance on governance, capital formation, commercial agreements, and transactions.
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Formation & Governance
Establish strong foundations with entity selection, governance documents, and equity structures. Board-level counsel on fiduciary duties and corporate governance best practices.
- •Entity selection and formation (C-Corp, LLC, Delaware vs. California)
- •Operating agreements and bylaws
- •Cap table structuring and management
- •Board composition and committee design
- •Equity incentive plan design (stock options, RSUs, phantom equity)
- •Corporate governance policies and procedures
Capital Formation
Navigate fundraising from angels through institutional rounds. Strategic counsel on deal structure, investor negotiations, and securities law compliance.
- •SAFE and convertible note financing
- •Priced equity rounds (Seed, Series A+)
- •Regulation D/Regulation CF/Regulation A+ compliance
- •Token SAFTs and hybrid instrument structuring
- •Investor documentation (subscription agreements, side letters)
- •Post-closing obligations and investor reporting
Commercial Transactions
Draft and negotiate commercial agreements that protect your interests and enable growth. Practical counsel on customer, vendor, and partnership agreements.
- •Customer and vendor agreements
- •Software-as-a-Service (SaaS) terms and conditions
- •Licensing agreements (inbound and outbound)
- •Strategic partnerships and joint ventures
- •Non-disclosure agreements (NDAs) and confidentiality terms
- •Memoranda of Understanding (MOUs) and letters of intent
M&A & Strategic Transactions
Buy-side and sell-side counsel for mergers, acquisitions, and strategic transactions. Support from due diligence through closing and integration.
- •Buy-side and sell-side advisory
- •Due diligence coordination and analysis
- •Purchase agreement negotiation (asset vs. stock)
- •Representations and warranties insurance
- •Closing mechanics and escrow arrangements
- •Post-closing integration support
Representative Experience
- •Closed Regulation D private placements for fintech and digital asset companies, including Form D filings
- •Structured SAFE and convertible note financings for early-stage startups
- •Negotiated strategic partnerships between technology companies and financial institutions
- •Advised on M&A transactions involving emerging technology companies
Regulatory Compliance
Proactive compliance strategies for companies navigating complex federal and state regulatory frameworks. From securities law structuring to compliance program design, Astraea Counsel helps emerging tech businesses build compliant operations that enable growth rather than constrain it.
Services
Securities Law Compliance
Guidance on federal securities law compliance, from initial structuring through ongoing obligations. Navigate '33 Act and '34 Act requirements with confidence.
- •Securities Act of 1933 and Securities Exchange Act of 1934 compliance
- •Regulation D/S/Regulation A+ exemption analysis and filings
- •Broker-dealer registration and FINRA compliance
- •Alternative Trading System (ATS) oversight and Regulation ATS
- •Blue Sky law compliance (state securities regulations)
- •Investment Company Act and Investment Advisers Act guidance
Federal Regulatory Engagement
Strategic counsel for proactive engagement with federal regulators including SEC, Federal Reserve, FinCEN, and CFTC. Authority applications, no-action letters, and regulatory positioning.
- •SEC correspondence and no-action letter requests
- •Federal Reserve authority applications and change-in-control filings
- •FinCEN guidance and regulatory interpretations
- •CFTC advisory for commodity and derivatives questions
- •Policy advocacy and comment letters
- •Regulatory positioning and pre-filing strategy
Compliance Program Design
Build comprehensive compliance programs tailored to your business and risk profile. Policies, procedures, training, and documentation frameworks.
- •Enterprise risk assessments and compliance gap analysis
- •Policies and procedures development
- •Employee training programs and certifications
- •Compliance documentation and recordkeeping
- •Whistleblower programs and reporting mechanisms
- •Board reporting and compliance dashboards
Ongoing Monitoring & Regulatory Change
Maintain compliance through regulatory changes and business evolution. Proactive monitoring, audit support, and program updates.
- •Regulatory update monitoring and impact analysis
- •Internal compliance audits and testing
- •Compliance program updates for new regulations
- •Regulatory change readiness assessments
- •Industry benchmarking and best practices
- •Continuous improvement and program evolution
Representative Experience
- •Drafted and submitted complex authority applications to Federal Reserve for novel commodities trading expansion
- •Designed enterprise compliance programs for fintech and digital asset companies navigating multi-regulator oversight
- •Provided strategic counsel on Securities Act and Exchange Act compliance for digital asset platforms
- •Supported broker-dealer and ATS registration efforts with SEC and FINRA compliance guidance
Fund Formation
Emerging and institutional fund managers rely on Astraea Counsel for end-to-end fund formation: LPA drafting, investment-adviser registration, Reg D documentation, and side-letter negotiation. Flat-fee structures available.
Explore fund formation servicesBilling Tailored to Your Needs
Astraea Counsel offers flexible billing arrangements to meet client needs—from hourly engagements to flat-fee project work and ongoing retainer relationships.
We're open to innovative billing structures that align with your business model and budget.
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