On Wednesday, November 5, the U.S. Supreme Court will hear arguments on whether President Trump’s tariffs—imposed under the International Economic Emergency Powers Act (IEEPA) —were legal. The Court’s decision will have significant impacts for importers, as well as investors in the IEEPA tariff claims. Many investors have participated in the growing secondary market, in which they purchase the rights to potential tariff refunds from importers, thereby providing the importers with upfront cash in exchange for future gains, should the tariffs be overturned.

For importers and investors alike, the Court’s ruling will have major implications, with billions of dollars in customs revenue at play. And even if the tariffs are struck down, uncertainty surrounds how the actual refund process would work. As such, both importers and purchasers will be eagerly watching the arguments to “read the tea leaves” on the Court’s future decision.

Click here to listen in live on oral argument on Wednesday, November 5, starting at 10:00 AM ET.

Much has been made in the legal press and elsewhere following litigation funder Burford Capital’s announcement of its intention to purchase minority stakes in U.S. law firms. Since, except in a few specific U.S. jurisdictions, legal ethical rules prohibit actual ownership of law firms by non-lawyers, Burford was apparently referring to a structure known as “Management Service Organizations” or MSOs. The MSO structure for law firms entails a law firm essentially splitting into two parts: one part being the legal service providing, client-facing portion and the other part being the MSO, which will take over all other law firm functions: administration, accounting, technology, recruiting, HR, real estate, etc. – anything not directly related to the practice of law. As with any other vendor, the MSO is paid a fee for providing these services.

While MSOs are a relatively new phenomena in the law firm space, they have long been a staple in other industries, most notably in health care. Numerous health care providers, especially physicians’ practices, have taken advantage of outside capital and expertise in order to remove much of the administrative burden of running a practice and allow the doctors and nurses to focus on the practice of medicine. The adoption of MSOs in the health care field has been fairly widespread: other service industries like accounting and architecture have also adopted this model on a smaller scale. Many private equity investors (and litigation funders) are now looking to law firms as the next investment frontier.

Continue Reading Let’s Buy a Law Firm! – Management Service Organizations

On behalf of the entire Financial Services Group, welcome to FinTalk! FinTalk is the new flagship blog from Crowell & Moring’s Financial Services Group.

Drawing on the deep transactional and regulatory industry experience of our firm’s financial services attorneys, FinTalk delivers timely updates on the ever-evolving financial services landscape.

Across finance, regulatory, debt and claims trading, derivatives, digital assets, restructuring, litigation and more, check back often to find insightful discussion of the latest trends and developments at FinTalk.

Crowell has been shortlisted for “Exceptional Legal Services Provider for Litigation Funders (US-based)” by the International Legal Finance Association for its inaugural Legal Finance Awards.

The award recognizes law firms that provide direct and invaluable support to funders in creating deals, portfolio management, and other operational outputs, with a strong reputation in the sector for consistency, reliability, and excellence.

The Legal Finance Awards honor exceptional achievement and innovation within the global legal finance industry. Award winners will be announced at a ceremony on November 13, 2025 at the Law Society in London.

Tom Dell’Avvocato has joined Crowell & Moring U.K. LLP as a partner in its Financial Services Group. Dell’Avvocato brings extensive experience in non-contentious banking and finance transactions, with a focus on domestic and cross-border asset-based lending, as well as leveraged and specialty finance. He advises alternative and private capital providers, bank and non-bank lenders, and corporate borrowers on the structuring, restructuring, and execution of complex financing arrangements.

Joining Dell’Avvocato in Crowell’s London office is associate Kieran Barnes. Dell’Avvocato and Barnes have worked closely together for several years on large mandates, and both join Crowell from Squire Patton Boggs.

“Tom’s arrival strengthens our already highly regarded team of finance lawyers in London, advising clients across a broad range of finance matters, with a particular focus on asset-based lending, derivatives, distressed debt, and other forms of specialty finance,” said Robert Weekes, managing partner of the firm’s London office and a member of the firm’s Management Board. “His addition is a key part of the continuing growth of our London team, and I am looking forward to Tom and Kieran working closely with our other practices, such as Restructuring and Insolvency, to support clients across this dynamic sector.”

Dell’Avvocato has led various high-profile deals, including the publicized financing of New Look retail group, through cross-border first and second lien asset-based lending facilities provided by Wells Fargo and Blazehill Capital. He also advised BZ Capital in connection with the provision of comprehensive, tailored cross-border asset-based lending facilities to the sponsor-backed Cooper & Turner group.

“The firm is committed to continuing to build its cross-border financial services practice,” said Carlton Greene, co-chair of Crowell’s Financial Services Group. “Tom’s experience enhances the group’s capabilities to advise on complex transactions, market innovation, and deliver practical, commercial solutions for lenders, borrowers, and other stakeholders navigating today’s financial landscape.”

Dell’Avvocato’s addition is the latest investment in Crowell’s financial services practice. In 2021, lawyers from the Wall Street boutique, Kibbe & Orbe, joined the firm’s New York, London, and Washington, D.C. offices to provide expanded service offerings to clients in the financial services industry. That same year, Crowell also added a market-leading derivatives team to the London office.

“I’m delighted to join a thriving London office, which has grown at pace, with a clear sense of mission in the city and beyond,” said Dell’Avvocato. “Joining Crowell’s global platform and reconnecting with accomplished former colleagues is a privilege and an exciting opportunity to serve and enhance the growth of new and existing clients. I look forward to supporting the firm and our clients’ continued success,” said Dell’Avvocato.

Dell’Avvocato is recognized as a “Rising Star” in The Legal 500, “One to Watch in the United Kingdom” for Banking and Finance by Best Lawyers, and is ranked as a “Stand-out Lawyer” by Thomson Reuters.

The Ninth Circuit ruled that NFTs are not just digital collectibles but legally recognized goods under the Lanham Act. Yuga Labs, Inc. v. Ryder Ripps and Jeremy Cahen, Case No. 24-879 (9th Cir. July 23, 2025). NFTs are intangible, fully virtual, authenticating software code that is associated with separate digital or physical content. Although the Ninth Circuit found that there were genuine issues of material fact that precluded summary judgment on the issue of likelihood of confusion, the court recognized that NFTs are commercial products with tangible value subject to trademark protection. This means that NFT creators and projects can now claim trademark rights in their collections’ names, logos, and associated marks.

Background

The creator, Yuga Labs, Inc. of the popular Bored Ape Yacht Club non-fungible tokens (“BAYC NFTs”) sued an artist, Ryder Ripps, and Jeremy Cahen in Los Angeles federal court, accusing them of selling copycats that are confusing potential buyers. Yuga created the BAYC NFTs through a smart contract recorded on the blockchain Ethereum. Each BAYC NFT has a cartoon of a bored ape and a sequential unique identifier called an ape ID. Ripps and Cahen launched the “Ryder Ripps Bored Ape Yacht Club” (RR/BAYC) collection using the same ape images and ape IDs. The lawsuit said Ripps and other parties minted and sold identical copies of Bored Apes and used misleading labeling and tracking information to make them seem legitimate. Yuga sued Ripps and Cahen for trademark infringement and unlawful cybersquatting (registering internet domains of well-known names, often in hopes of reselling at a profit).

Defendants countersued Yuga under the Digital Millennium Copyright Act (DMCA) and also sought declaratory relief that Yuga had no copyright protection over the BAYC NFTs.

The district court granted summary judgment in favor of Yuga Labs, Inc. on its trademark and cybersquatting claims, dismissed the defendants’ counterclaims, and awarded Yuga over $8 million in damages, including disgorgement of profits, statutory damages, attorney fees, and costs. Defendants appealed to the Ninth Circuit. The Ninth Circuit reversed the district court’s decision granting summary judgment for Yuga on its trademark-infringement and cybersquatting claims, concluding that there were genuine issues of material fact regarding the question of likelihood of confusion. The court recognized, however, that NFTs are commercial products with tangible value subject to trademark protection. The court also affirmed the district court’s rejection of the Defendants’ counterclaims.

Is this Decision a Gamechanger? Yes.

Continue Reading 9th Circuit Marches Forward to the Future Finding Digital Assets Are Protected Under Trademark Law

While it’s not common for a lender to require an individual guaranty in order to extend commercial credit to an operating business[1], when such a requirement arises, the individual providing a guaranty should not take such a requirement lightly. If the guaranty is structured as a full recourse guaranty, it will create an obligation whereby the individual guarantor is responsible to repay the loan from his or her own personal assets. Individuals who convince themselves that a guaranty is just a lender formality and hope to rely on their relationship with their lender should a problem arise with the loan, may find their sense of comfort to be misplaced. A recent decision from the Southern District of New York serves as a reminder that well-drafted guarantees can and will be enforced.

In White Oak Glob. Advisors LLC v. Clarke, No. 24-CV-2128 (JSR), 2025 WL 2113436 (S.D.N.Y. July 29, 2025), Thomas and Ana Clarke (the “Clarkes”) each signed individual guarantees in favor of White Oak Global Advisors LLC (“White Oak”) in connection with loans that White Oak made to businesses indirectly owned by the Clarkes. The loans matured in 2023 and a total of over $200 million was outstanding at maturity. The parties agreed in the guaranty documents that the maximum liability of each guarantor under their respective guarantees was to be capped at $20 million per guarantor. The underlying dispute focused on whether the guarantees were applicable to a promissory note (the “Note”) that had been amended and restated numerous times and if so, whether the guarantees were unconscionable.

Continue Reading Personal Guarantees: When a “Formality” Becomes a $20 Million Reality

Key Takeaways

Key takeaway #1 — The SEC’s Division of Corporation Finance (the Staff) announced that it will not consider “meme coins” – as described in the Staff’s statement – as “securities” under federal securities laws, and therefore not subject to SEC jurisdiction. 

Key takeaway #2 — The Staff views meme coin purchasers and holders as not protected by federal securities laws.

Key takeaway #3 — The Staff carefully noted that whether any specific meme coin is or is not a security under the federal securities laws depends on the specific facts relating to that meme coin and the circumstances of its offer and sale.

Key takeaway #4 —SEC enforcement involving meme coins is likely to be muted, but other state or federal agencies could use their authorities to bring enforcement against participants in meme coin fraud schemes, such as “pump and dumps” or “rug pulls.”

On February 27, 2025, the Staff issued a statement (the Staff Statement) clarifying the application of the federal securities laws to crypto assets, specifically “meme coins.” Meme coins are a category of cryptocurrency tokens typically driven by internet trends or popular culture (e.g., memes).  The Staff said that it does not view transactions in meme coins (as described in the Staff Statement) as involving the offer or sale of securities under federal securities laws.  However, the Staff Statement does not expressly state whether fraud or market manipulation occurring through or as part of meme coins would be subject to federal enforcement actions under federal securities laws.

The Staff noted that meme coins are “typically purchased for entertainment, social, or cultural purpose, with value driven by market demand and speculation.”  As a result, the Staff views meme coins as similar to collectibles such as trading cards, items lacking use (or limited use) and/or functionality, yet having speculative interest.  The Staff reached the following conclusions as to meme coins described in the Staff Statement:

  1. Transactions in meme coins “do not involve the offer and sale of securities under the federal securities laws”;
  2. Persons who participate “in the offer and sale of meme coins do not need to register their transactions with the Commission under the Securities Act of 1933 (Securities Act) or fall within one of the Securities Act’s exemptions from registration”; and
  3. Purchasers and holders of meme coins are not protected by federal securities laws.
Continue Reading SEC’s Corporate Finance Staff Issues Statement That Meme Coins Are Not Securities

The Information Sharing (Disclosure by the Registrar) Regulations 2024 (the “Regulations“) came into force in December 2024. The Regulations enhance insolvency practitioners (including the Official Receiver) (“IPs“) powers of investigation by providing them with greater access to information held by Companies House.

Continue Reading New UK Regulations Enhance Insolvency Practitioners’ Access to Data held by Companies House

2024 brought a number of headline stories that will impact the bankruptcy and restructuring market in 2025 and beyond. A few of those are summarized below.

LMEs (Of course).  Liability management exercises — sometimes referred to as “lender-on-lender violence” — continued on their growth trajectory during 2024, with restructuring advisors looking for (and finding) gaps in credit documents that allow for the practice.  While uptiers, drop-downs and double-dips were all the talk of the first 364 days of the year, the Fifth Circuit’s ruling in Serta coming on December 31st closed out the year with a bang (or a thud).  The Circuit Court reversed former Bankruptcy Judge David Jones’ ruling which had blessed Serta’s uptier transaction (allowing the majority lenders to leapfrog the non-participating lenders). Judge Jones’ original decision, coming from a prominent jurisdiction (Southern District of Texas) was a “stamp of approval” for many uptier transactions that came before and that followed.  Among other things, the District Court found that the exchange of existing debt for newly issued senior debt did not constitute an “open market purchase” because it was not made available to all lenders. The District Court further remanded to the Bankruptcy Court the question of whether the excluded lenders had valid counter-claims (breach of contract, etc.) against the participating lenders and the borrower. The court further stripped certain indemnification provisions that had been included in the plan to protect against such a ruling.  This brand new decision will likely have a dramatic impact on the feasibility of future LME transactions (at least until the drafting catches up). Others transactions that do not rely on open market purchases (J.Crew, for example) will be less impacted by the ruling. 

Continue Reading Bankruptcy and Restructuring in the US:  A Snapshot of 2024