Each piece comes out of a matter and explains an issue that keeps coming up: what the documents usually say and how the question tends to get resolved.
When a company is sold, the licenses it takes in, of software, data or a patent, often need the licensor’s consent, even where its customer contracts do not. Why inbound licenses are treated differently, when a merger counts as a transfer and how licenses commonly address the question.
At the next financing or a sale, the other side’s counsel checks whether every share issuance was approved, whether every founder, employee and contractor assigned what they built, and whether the consents were signed. The gaps that turn up most often, how ratifications and confirmatory assignments repair them, and the record-keeping that leaves nothing to repair.
For a company commissioning an AI build: who owns the outputs, the integrations, the training data and the finished product; what open-source licensing protects and what it gives away; and how a data-architecture review changes what the contract has to say.
A seller’s first-position lien on the land and the mineral interests, with an assignment of rents behind it, can make a site unfinanceable for the very project the purchase was meant to enable. How the subordination and standstill terms and the permitted-encumbrance basket bear on whether a construction lender will lend against the site.
Qualified custody and tri-party collateral for on-chain assets: what the bank will and will not take on, how a phased go-live is structured and paid for, where the performance fee sits, and which one-sided terms in a custodian’s form draw the most negotiation.
A first token rights document is usually written for launch, for holders in a few jurisdictions. When a custodian or a chartered bank later integrates with the network, its diligence team reads that document for what the token confers, who controls supply and what the issuer promised. What that review tends to turn up, and why the first version is often rewritten before the integration can start.
A platform stays outside money transmission by never controlling user funds, and its terms usually say so. Whether that holds depends on the stack underneath: who holds the keys, what an embedded-wallet provider lets the platform do, and the reward or refund the platform pays out itself. Where the terms and the architecture tend to part ways, and why a bank or an exchange will check one against the other.
The general partner chain, the management company against the investment manager, when adviser registration stops being optional, 3(c)(1) against 3(c)(7) and why moving up later is expensive, and which drafting choices carry over to a second fund.
The verification burden, what the March 2025 no-action letter changed, the exposure when public marketing says more than the offering documents do, and the point where paying someone to introduce investors becomes a broker-dealer problem.
Where the evaluation fee sits, how the payout is characterized, whether the funded account is real or simulated and what turns on that answer, and what happens when the documents describe a different business from the one the platform actually runs.
Each of these started as a question on a matter, and the answer for your facts is usually shorter than the article. Ask it. If you would rather read the piece first, say which one and we will send it to you when it is out.
Nothing here is legal advice, and none of it substitutes for counsel on your own facts.