Case Note: Structuring an Exit in a High-Stakes Cryptocurrency Partnership

The Situation

Two partners were co-owners of a cryptocurrency exchange. The partnership was informal, with no written structure or governance in place. Disagreements between the partners were escalating, threatening not only their relationship but also the ongoing operation of the business. Both partners were based abroad, and the lack of formal documentation made resolution complicated.

The company needed a solution that would stabilize operations and remain attractive to potential investors while resolving the personal and financial disputes between the partners.

The Strategy

I was retained as a mediator/advisor to guide the parties toward an enforceable and mutually agreeable resolution. The approach focused on understanding the interests and priorities of each partner, explaining the legal frameworks and risks they would face absent a structured agreement, and translating informal expectations into clear, enforceable terms.

Key elements of the strategy included:

• Encouraging both sides to consider fair outcomes rather than short-term advantage

• Structuring the agreement under New York law, with arbitration provisions, to provide a familiar and investor-friendly framework

• Designing an exit structure for one partner that would be orderly, enforceable, and consistent with the company’s ongoing operations

Through careful negotiation, both partners were able to reach an agreement that protected their individual interests and the company’s future. Documents reflecting the arrangement were drafted, reviewed, and executed, giving the partners clarity and enforceable rights.

The Outcome

The exit of one partner was completed smoothly, allowing them to leave on mutually acceptable terms. The remaining partner continued to operate the business without obstruction, and the company was positioned to attract investment under a clean and clearly documented structure. Both sides left the process with confidence in the fairness and enforceability of the agreement.

The Takeaway

Even highly informal partnerships can benefit from structured agreements, especially when disputes threaten the business or its growth. Mediation combined with careful legal structuring can produce enforceable outcomes without litigation, preserving both relationships and operational continuity.

Advisory Note

When co-owners or partners are in conflict, early intervention through mediation and formalized agreements can prevent disputes from escalating. Consider not only the immediate resolution but also how governance, law, and enforceability will affect the business’s long-term viability and attractiveness to investors.

Case Note: Clarity and Damages Analysis in a FINRA Arbitration

The Situation

A family of investors brought claims arising out of highly unsuitable investment advice provided by a broker at a national investment firm. Over more than a decade, the broker’s recommendations affected roughly a dozen accounts held by different family members across two generations. The losses were substantial, reaching into the tens of millions of dollars.

While liability was relatively clear, damages were not. The number of accounts, account holders, time periods, and transactions created an opportunity for confusion and for the firm to minimize apparent losses through selective accounting.

The Strategy

I served as second chair in a FINRA arbitration, working closely with lead counsel and the damages expert. Early on, it became clear that the core dispute would not be whether the advice was unsuitable, but how the losses should be calculated and presented.

We developed a comprehensive spreadsheet that tracked every dollar across all accounts over the relevant time period. The goal was not simply to total losses, but to present a coherent, transparent picture that reflected how the advice functioned across the family as a whole, rather than allowing the accounts to be fragmented and recharacterized in isolation.

When the investment firm attempted to argue that losses were far lower than they appeared based on selective time frames and incomplete aggregation, we were prepared. Using the underlying data, we demonstrated how the firm’s accounting methodology distorted the true financial impact.

My prior experience as a licensed financial advisor at a large international bank was particularly relevant in this process. That background helped identify inconsistencies in the firm’s approach, assess the assumptions underlying its calculations, and collaborate effectively with the expert to translate complex account data into an accurate damages analysis.

This was one of several contested issues in a hard-fought arbitration, but it proved to be a critical one.

The Outcome

Confronted with a clear and defensible damages analysis, the firm’s position became increasingly difficult to sustain. The case ultimately resolved through settlement on terms that satisfied the clients.

The Takeaway

In complex investment disputes, damages are often where cases are won or lost. When multiple accounts and long time horizons are involved, precision matters. Clear, defensible accounting can cut through complexity and prevent misleading narratives from taking hold.

Advisory Note

In arbitration and litigation alike, expert analysis is only as effective as its presentation. Careful collaboration between counsel and experts—and familiarity with how financial products operate in practice—can make a decisive difference.

Case Note: Protecting Name and Likeness in a Partner Exit

The Situation

A well-known chef was negotiating his departure from a restaurant in which he was a minority partner. The restaurant had used, and continued to benefit from, his name and likeness. While he wanted to remain supportive of the venture’s success, he also needed to ensure that his personal brand, reputation, and intellectual property were not compromised as part of the exit.

The challenge was to unwind the ownership relationship without severing goodwill or creating future disputes over control of his name and image.

The Strategy

We helped structure an exit and collaboration agreement that addressed both sides of the relationship.

The agreement clarified ownership of intellectual property, confirming that the chef retained full ownership of his personal name, likeness, and brand. At the same time, it granted carefully defined, limited rights allowing the restaurant to continue benefiting from that association under agreed terms. The structure aligned incentives so that all parties benefited from the restaurant’s continued success, while avoiding ambiguity around future use, control, or expansion of the brand.

By addressing these issues directly in the exit documentation, the agreement reduced the risk of later disputes over branding, marketing, or attribution.

The Outcome

The parties reached a negotiated resolution that allowed the chef to step away from ownership while preserving goodwill and ongoing collaboration. The restaurant retained the ability to benefit from the chef’s association, and the chef preserved clear, enforceable ownership of his intellectual property.

The relationship transitioned to collaboration, without disruption to the business or the brand.

The Takeaway

Name, likeness, and personal brand are often a business’s most valuable assets, particularly in hospitality and media-driven ventures. When ownership relationships change, those assets must be addressed with precision rather than assumption.

Advisory Note

If your business or personal brand is intertwined with a venture you are leaving, exit terms should define not only what you give up, but what you keep. Clear intellectual property boundaries can preserve both value and relationships long after ownership ends.

Case Note: Saving a Deal with a Non-Circumvention & NDA Agreement

The Situation

A company had been developing a transaction for months and was approaching a critical stage. One of the members proposed bringing in a potential partner with whom they had a prior personal relationship. The additional participant could add value, but introducing a new party at that stage also created risk, particularly the risk of interference with the deal or the underlying relationships.

Before any substantive discussions occurred, the company asked us to put protections in place.

The Strategy

We drafted and executed a combined non-circumvention and nondisclosure agreement.

A nondisclosure agreement protects confidential information. A non-circumvention agreement goes further: it prevents a participant from bypassing the company to deal directly with counterparties, investors, or other key contacts learned through the relationship. In this case, the agreement was drafted to cover not only the transaction itself, but also the contacts, communications, and relationships surrounding it.

With those protections in place, the new participant joined several calls and was given limited visibility into the deal.

As negotiations progressed, misunderstandings arose and the prospective partner decided not to move forward. Ordinarily, that would have ended the matter. Instead, they began making threats to go around the company and contact the other party directly, conduct that risked disrupting or derailing the transaction.

An important factor in resolving the situation was credibility. The agreement was drafted with enforcement in mind, and the counterparty understood that, if necessary, the company was prepared to follow through.

In many transactions, corporate documentation and litigation strategy are handled by different counsel, which can create gaps between contract language and practical enforceability. Here, the ability to move seamlessly from deal structure to potential enforcement helped clarify the consequences of continued interference, keeping the dispute from escalating further.

The Outcome

We put the individual on formal notice that such conduct would constitute a breach of the non-circumvention agreement. After further back-and-forth, they backed down and ceased contact.

The company proceeded with the transaction without that person’s involvement, and the deal ultimately closed without interference.

The Takeaway

Not every threat becomes litigation. Often, the value of a well-drafted agreement is that it never needs to be enforced in court. Clear boundaries, defined early and in writing, can prevent impulsive or retaliatory conduct from becoming a deal-ending event.

Advisory Note

When introducing new participants into an active deal—especially through personal relationships—protect the transaction before sharing access. A tailored non-circumvention and NDA agreement can help preserve leverage, relationships, and momentum when negotiations become unpredictable.

Case Note: Emergency Litigation to Undo Identity Theft

The Situation

A client discovered that her identity had been stolen after learning that a default judgment had been entered against her. Funds had already been seized from her personal savings account, and a court-ordered transfer of those funds to the judgment creditor was scheduled to occur within a week.

She had never incurred the debt, never been served, and had no prior notice of the lawsuit.

The Strategy

Time was the critical factor. We immediately moved to vacate the default judgment, asserting lack of service and identity theft, and filed counterclaims to put the merits squarely at issue. In parallel, we sought and obtained an adjournment of the transfer proceeding to prevent the imminent release of seized funds while the vacatur was pending.

Given the circumstances, we treated the matter as a social justice case. The client was facing the consequences of a system that had failed to distinguish between a victim of identity theft and a debtor, and immediate action was required to prevent irreversible harm.

We assembled comprehensive documentary evidence establishing identity theft and appeared in court prepared to place a full record before the judge. Facing that record, the creditor requested an adjournment.

Before the next appearance, we engaged in focused negotiations. Confronted with the evidence and the procedural posture of the case, the creditor conceded.

The Outcome

The parties entered into a stipulation acknowledging that the client was not responsible for the debt and that the judgment would not be enforced against her. We promptly notified the court overseeing the transfer proceeding, and the seized funds were returned to the client.

The client received this representation at a substantially reduced rate, reflecting the nature of the case and the urgency of preventing an unjust result.

The Takeaway

Civil procedure can be unforgiving, particularly for individuals who are unaware that a lawsuit exists. When identity theft intersects with default practice, meaningful advocacy can make the difference between systemic failure and a just outcome.

Advisory Note

If you discover a judgment, account restraint, or garnishment tied to a debt that is not yours, do not assume it is too late. Swift legal intervention can stop transfers, restore funds, and clear your record before lasting damage occurs.

Case Note: Entity Formation as Strategy

The Situation

A startup with several high-value projects in the pipeline was preparing to raise capital. The founders needed a structure that supported investment while protecting their existing, separate businesses and ensuring a fair internal arrangement.

The Strategy

After reviewing the business model, capital plans, and member dynamics, we formed a New York LLC. New York offers a sophisticated and predictable court system that investors recognize and trust. While corporations remain common, many investors today are comfortable investing in LLCs, particularly in media and closely held ventures.

To reduce friction among members and limit the cost and duration of any future disputes, the operating agreement included arbitration provisions with prevailing-party attorneys’ fees. The entity was registered in Albany to significantly reduce statutory publication costs. A secure data room was established early to provide organized access for members and prospective investors.

The Outcome

The company launched with a clear ownership structure, investor-ready documentation, and a jurisdiction aligned with its long-term goals. The company quickly closed angel investor deals and secured rights for a high-profile project.

The Takeaway

Entity formation is not a filing exercise. It is a strategic decision that shapes control, risk, and opportunity from day one.

Advisory Note

If your business involves fundraising, multiple stakeholders, or meaningful assets, it’s worth thinking through structure and jurisdiction before filing anything.