Practice Areas

Corporate, fintech, and compliance counsel for regulated growth.

Counselize handles matters where legal structure, regulatory obligations, and operating controls have to be considered together. Engagements are scoped around the transaction, filing, or operating model, not a generic menu of services.

01

Securities Offerings & Fund Formation

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  • 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

02

Fintech Regulation, Licensing & Compliance

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  • Payments, lending, and digital-asset model analysis
  • Regulatory perimeter and exemption analysis
  • FinCEN MSB registration
  • State money-transmitter licensing and applications
  • NMLS filings and regulator responses
  • Licensing sequencing across multiple states
  • State lending and loan-broker licensing
  • Rate and fee structuring under usury law
  • Consumer credit disclosure requirements
  • Sponsor-bank and banking-as-a-service agreements
  • De novo and national trust bank charters
  • Token and tokenized-asset perimeter analysis
  • Payment stablecoin issuance under the GENIUS Act
  • Digital-asset custody and safekeeping analysis
  • Canadian MSB registration with FINTRAC
  • Québec money-services business licensing
  • Bank of Canada RPAA registration and safeguarding
  • Renewals and material-change filings
  • Change-of-control and license-transfer approvals
  • License portfolio diligence

03

Business Formation & Contract Law

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  • LLC, corporation, and partnership formation
  • Delaware and home-state entity selection
  • Certificates, articles, and organizational consents
  • Bylaws and operating agreements
  • Founder agreements and vesting schedules
  • Shareholder and member agreements
  • Board resolutions, consents, and minutes
  • Equity grants and option plan documents
  • Master services and statement-of-work agreements
  • Software, SaaS, and subscription terms
  • Nondisclosure and confidentiality agreements
  • Licensing, distribution, and reseller agreements
  • Vendor and procurement contracts
  • Employment, contractor, and consultant agreements
  • Website terms of service and policies
  • Foreign qualification and registered agent
  • Annual reports and corporate records
  • Entity restructuring and amendments

04

Cybersecurity & Data Protection

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  • Written information security programs
  • Gramm-Leach-Bliley Safeguards Rule compliance
  • NYDFS Part 500 cybersecurity compliance
  • Senior-officer certification and board reporting
  • Security risk assessments and control documentation
  • State consumer privacy law applicability
  • CCPA and CPRA compliance
  • Privacy notices and website disclosures
  • Data mapping and records of processing
  • Consumer rights request procedures
  • Sensitive data and opt-out obligations
  • Data processing and data-sharing agreements
  • Vendor security terms and audit rights
  • Third-party and vendor risk programs
  • Incident response plans and escalation protocols
  • Breach notification analysis and filings
  • Security representations in commercial contracts

05

AI Governance

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  • AI use inventories and risk classification
  • AI governance policies and approval gates
  • Model risk and validation documentation
  • Fair lending and disparate impact review
  • UDAAP exposure in automated decisions
  • Adverse action reasons for model declines
  • Automated decision disclosure and opt-out rights
  • Human oversight and escalation protocols
  • AI in AML and fraud monitoring
  • Colorado AI Act readiness
  • EU AI Act classification analysis
  • Vendor AI terms and audit rights
  • Training-data rights and output ownership
  • AI provisions in commercial contracts
  • Board and management AI reporting

06

Regulatory Compliance

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  • Compliance program design and gap assessment
  • Enterprise and product risk assessments
  • Policies, procedures, and control documentation
  • AML and BSA program development
  • Customer identification and due diligence procedures
  • Enhanced due diligence for higher-risk relationships
  • Sanctions and OFAC screening programs
  • Transaction monitoring and alert governance
  • Suspicious activity reporting procedures
  • Fair lending and UDAAP compliance
  • Marketing and disclosure review
  • Complaint handling and escalation procedures
  • Compliance officer designation and charters
  • Compliance training programs
  • Corporate Transparency Act reporting
  • Independent AML program reviews
  • Compliance testing and monitoring plans
  • Examination preparation and document requests
  • Regulator inquiries and information requests
  • Remediation planning and corrective action records
  • Regulatory change management processes

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