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.

Continue Reading Asset Based Finance Lawyer Tom Dell’Avvocato Joins Crowell & Moring in London

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.

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

As Bitcoin reaches prices not seen since November 2021, individuals and entities will undoubtedly consider selling – sometimes called “taking profit” on – Bitcoin and other digital assets to capture previously unrealized gains.  But crypto market participants should be aware of the U.S. tax implications of realizing gains on the sale of digital assets – more importantly, properly reporting such gains to the Internal Revenue Service (“IRS”).  As a recent U.S. Department of Justice (“DOJ”) Indictment makes clear, the willful failure to report such gains to the IRS may lead to potential criminal charges.

Continue Reading DOJ’s First “Pure” Criminal Tax Charges in Bitcoin Case Signals Heightened Focus On Tax Reporting of Digital Asset Gains

On August 17, 2023, the U.S. District Court for the Western District of Texas granted summary judgment to the U.S. Department of the Treasury (Treasury) on all of the plaintiffs’ claims in the lawsuit challenging the Department’s Treasury’s Office of Foreign Assets Control’s (OFAC) designation of Tornado Cash, a purportedly decentralized cryptocurrency mixer that runs on Ethereum.  Days later, on August 23, 2023, the U.S. Department of Justice unsealed an indictment charging two of the three cofounders of Tornado Cash with conspiracy to commit money laundering, conspiracy to commit sanctions violations, and conspiracy to operate an unlicensed money transmitting business.  The charges arise from the two cofounders’ alleged creation, operation, and promotion of Tornado Cash, which facilitated more than $1 billion in money laundering transactions involving the Lazarus Group, a sanctioned North Korean cybercrime organization.  Concurrent with the DOJ charges, OFAC designated Roman Semenov, one of the criminally charged cofounders of Tornado Cash.  These latest events come roughly one year after OFAC designated Tornado Cash, about which Crowell issued a comprehensive client alert.

Crowell’s Caroline Brown and Anand Sithian provided commentary on the district court’s ruling and the indictment to Law360 and CoinDesk, respectively.

Links to media coverage:

Law360, Tornado Cash Charges Set Stage For Clash Over ‘Control’

CoinDesk, Tornado Cash Indictments May Prove to Be Just a Localized Storm After All

The International Swaps and Derivatives Association, Inc. (“ISDA”) continues to press forward with its digital asset working group, following the publication[1] in January this year of (i) the Digital Asset Derivatives Definitions (the “Definitions”) and (ii) the whitepaper on netting and collateral enforceability.

On May 3, 2023, ISDA published the second[2] of its two whitepapers relating to digital assets – this paper examines the key legal issues, under New York law and English law, in relation to digital assets that are held by a digital asset intermediary for or on behalf of a customer.

Although existing private law concepts and traditional financial market principles can be applied to digital assets, and existing insolvency regimes will apply to digital asset intermediaries, distributed ledger technology (DLT) or similar technology raises incremental legal and operational questions compared to traditional financial instruments. For example, if the use of a private key is the only means of achieving a transfer of digital assets, control of the private key is necessary to ensure proper management and safeguarding of the custodied asset.

The whitepaper highlights a number of key distinctions, such as digital assets being held in omnibus versus individual client segregation, prohibitions on re-use, and sub-custody arrangements – while not necessarily unique to digital assets, these issues can affect the nature of the legal relationship between custodian and customer, as well as the application of legal and statutory regimes that determines the level of the customer’s protection.

Broadly speaking, a customer’s rights can be described as a proprietary claim, which gives rise to priority claims to specific custodied assets – whether through the operation of a contractual, legal or statutory framework – and the nature of the custodial relationship is such that the relevant digital assets will not be considered part of a debtor’s estate in a digital asset intermediary’s insolvency proceeding, i.e. bankruptcy remote. Alternatively, a customer might only have a contractual claim, which does not give rise to a proprietary claim, and a customer will likely have a claim as a general unsecured creditor.

Ultimately the recovery of digital assets will likely involve a cross-border analysis as to the legal and regulatory treatment under the relevant jurisdictions, as well as a detailed review of the contractual terms between the customer and the digital asset intermediary.

Furthermore, the ISDA working group is pressing forward with its initiatives in further developing contractual standards in the digital asset market. Draft language currently out for review with respect to proposed amendments to the ISDA collateral and credit support documentation in order to cater for the use of tokenized assets as collateral. While such initiatives are specific to the derivatives market, certain principles are relevant to wider financing structures and arrangements, and to collateralization, holding and custody of digital assets.