Practice Areas
Corporate, fintech, and tax counsel for regulated growth.
Counselize handles matters where legal structure, regulatory obligations, and tax consequences must be considered together. Engagements are scoped around the transaction, filing, or operating model, not a generic menu of services.
- SAFEs, convertible notes, and priced rounds
- Term sheets, purchase agreements, and closing sets
- Corporate approvals and board consents
- Private placement memoranda
- Subscription agreements and investor questionnaires
- Regulation D offerings, Rules 506(b) and 506(c)
- Regulation S and Regulation A offerings
- Form D and state notice filings
- Private fund formation and governing documents
- Investment-adviser registration analysis
- Exempt reporting adviser filings
- KYC and AML investor onboarding
- Tokenized securities and digital-asset offerings
- Investor communications review
- Debt, structured finance, and corporate venture
- Payments, lending, and digital-asset model analysis
- FinCEN MSB registration and BSA/AML requirements
- State money-transmitter licensing and applications
- NMLS filings and regulator responses
- State lending and loan-broker licensing
- Rate and fee structuring under usury law
- Fair lending and UDAAP compliance
- Adverse action, disclosure, and complaint handling
- Sponsor-bank and banking-as-a-service agreements
- Third-party and vendor risk oversight
- De novo and national trust bank charters
- Token and tokenized-asset perimeter analysis
- Payment stablecoin issuance under the GENIUS Act
- Canadian MSB registration with FINTRAC
- Québec money-services business licensing
- Bank of Canada RPAA registration and safeguarding
- AML/BSA programs and risk assessments
- KYC, CDD, and EDD procedures
- OFAC and sanctions screening
- Transaction monitoring and regulatory reporting
- Corporate Transparency Act beneficial-ownership reporting
- Gramm-Leach-Bliley and state privacy compliance
- Safeguards Rule and NYDFS cybersecurity
- Incident response and breach notification
- AI governance for underwriting and monitoring
- Model risk and automated-decision documentation
- Renewals, material-change, and change-of-control filings
- Transaction diligence and license-transfer approvals
- Regulatory change management and examination readiness
- Independent AML reviews and remediation
- Letters of intent and term sheets
- Buy-side and sell-side due diligence
- License portfolio review for regulated targets
- Change-of-control approvals and license-transfer filings
- AML and consumer-compliance diligence
- Model ownership and training-data rights
- Cybersecurity and data-posture diligence
- Stock, asset, merger, and reorganization agreements
- Disclosure schedules, representations, and indemnities
- Transaction structure and tax coordination
- Earnouts, escrows, and post-closing adjustments
- IP, contract, and asset-transfer documentation
- Closing checklists and ancillary agreements
- Post-closing integration and entity rationalization
- Entity classification and federal tax elections
- Tax-sensitive entity and ownership structuring
- Asset-versus-stock analysis and basis consequences
- Partnership and LLC allocations
- Carried interests and profits interests
- Founder equity and equity compensation
- Qualified small business stock analysis
- International tax and information reporting
- FATCA, FBAR, and treaty analysis
- Inbound foreign investment structuring
- FIRPTA analysis
- EIN applications and federal registrations
- Written tax analyses and transaction memoranda
- Formal tax opinions, separately scoped