Securities counsel for digital credit
Digital Credit and Innovative Securities
Finance digital assets, receivables, property loans, and contractual cash flows. Explore what investors receive, test the economics, and see the legal work needed to build the structure.
- What supports the financing?
- What rights do investors receive?
- Which documents make those rights work?
Sergei Tokmakov, Esq.·California Bar No. 279869, admitted 2011·Admitted in California and Washington
New
U.S. tokenized stock trading framework
On 17 September 2026 the SEC created a conditional five-year pathway for Tokenized Securities Venues to facilitate secondary trading of tokenized U.S. exchange-listed stock through permissioned onchain markets, and a parallel dealer exemption for certain liquidity providers. SEC Release No. 34-106402; File No. 4-927, issued 17 September 2026.
It is not a general authorization to issue securities. The Order permits no primary issuance on such a venue, it applies only to tokenized stock that preserves the shareholder rights of the underlying security, and the SEC approved no particular platform.
Explore the TSV framework, the readiness console and the trading-capacity calculator →
What could you build with your assets?
Illustrative, editable. Change the example to explore the numbers. Legal indicators identify individual issues for review.
Your structure
Document map
What does digital credit mean here?
Digital credit is a broad commercial label for financing connected to digital assets or digital financial infrastructure. It can include loans against crypto, funding backed by payment streams, and investment products recorded or administered on a blockchain. The label itself does not tell you what investors own.
A token changes the record or administration layer; it does not determine the instrument. A business that owns Bitcoin may borrow against it, issue preferred shares, or sell notes.
Test the economics
Financial scenarios only. Buffer bands are illustrative unless entered from a contract.
Inputs and model limits
These are editable examples, not underwriting terms, valuations, approvals or a live market feed. Overcollateralization does not establish legal security.
Legal conditions
Green addresses one reported condition. Unresolved conditions remain visible. There is no overall legal score and no probability of regulatory approval.
Financing budget and workplan
Costs and assumptions
Optional opinion: $25,000–$30,000 for a distinct agreed scope; unavailable as an automatic add-on to an assessment. Overlap is resolved in the engagement. No favorable conclusion is promised.
Retained cash reduces deployable proceeds but is not a fee. Payment assumptions on preferred shares are scenarios, not guaranteed dividends. Unquoted costs stay excluded, never zero-priced.
Service scope
Indicative budgets. Final scope and fee are set by engagement letter. External fees, specialist advice and work outside the defined package are separate.
Planning timeline
Calculations stay in this browser. Nothing is sent until you deliberately send it. Using this page does not create an attorney-client relationship.
The full workspace, legal conditions, budget and workplan are on this page above. This sheet keeps the result visible while you scroll on a small screen.
Practice branches
Each branch opens the same compact panel: the example, the investor rights, what the numbers test, and the legal work. Load any branch into the explorer above.
Strategy as a worked case study
Strategy's public framework is a useful commercial story about how a Bitcoin balance sheet can support several different investor claims. These are commercial concepts described in the company's article, not five established legal categories or five products approved for every issuer.
Dated capital-framework preset - announcement of June 29, 2026
The announcement reported a $2.55 billion reserve, including unsettled ATM proceeds, as of June 28, 2026, against expected annual preferred dividends and debt interest of $1.76 billion. The $1.25 billion Bitcoin-monetization authorization is capacity, not cash already received, and the $1 billion preferred and $1 billion common repurchase programs are authorizations rather than completed purchases.
Historical disclosure, not a current quote, a forecast or investment advice. The stated reserve policy has board discretion. The announcement also addressed 12% STRC dividends and a $99–$100 trading-price objective; neither is a guaranteed market return or price, and the $100 stated amount rather than the trading price is what the quoted dividend rate refers to. Perpetual preferred has no ordinary fixed maturity date.
Strategy capital framework announcement · STRC product explanation and risks
Strategy's preferred shares are not collateralized by its Bitcoin. A direct secured loan against pledged Bitcoin would be a different structure. I do not relabel a yield wrapper as an insured deposit, a money market fund, or a legally qualifying payment stablecoin. I am independent of Michael Saylor and Strategy Inc. and am not affiliated with, sponsored by, endorsed by, or counsel to either.
What digital infrastructure changes, and what still needs legal work
Compare the conventional feature with what changes
| Conventional feature | What digital infrastructure can change | What still needs legal work |
|---|---|---|
| Paper or database ownership record | A token or synchronized register can record an interest | Who owns the legal claim and which register controls |
| Manual payment administration | Software can distribute payments or apply agreed rules | Payment obligations, discretion, errors, and remedies |
| Restricted investor transfers | Controls can screen and restrict transfers | Eligibility, exemptions, resale rules, and enforcement |
| Borrowing against an asset | Custody and collateral monitoring can be automated | A valid security interest, priority, and default rights |
Digital infrastructure may reduce reconciliation work, make ownership records easier to track, and automate agreed payments. Financing can provide cash without an immediate asset sale. The benefit depends on funding cost, legal and operating expenses, losses, and the rights retained by each party.
Higher stated yield can reflect credit, liquidity, leverage, or technology risk. An asset with a market price does not automatically produce cash for interest payments. Tokenization does not create cash flow or eliminate legal requirements.
Sources behind the conditions in this tool
- SEC staff statement on tokenized securities - staff views, not a Commission rule.
- SEC Rule 506(b) and Rule 506(c) - official explanatory guidance.
- SEC private funds - fund exclusions, adviser regulation and offering requirements are separate.
- SEC Regulation Crowdfunding and Regulation A - caps, intermediaries, tiers and conditions.
- Washington attachment statute and control of electronic records - a state example, not a nationwide rule.
- GENIUS statute and OCC proposed implementation - statutory design and proposed implementation are distinct; the applicable launch date is unresolved here.
- FinCEN activity guidance - obligations turn on activities, not on writing software.
- Ledn product page - one named commercial example of starting LTV and warning levels, not a market benchmark or terms available to you.
Sources support the cited propositions, not a comprehensive opinion on a particular transaction. Statutes, Commission interpretation, staff guidance, company disclosures, and illustrative model assumptions carry different authority.
How an engagement runs
I start with a structure assessment when the instrument is still open: one proposed commercial structure, one asset class, one U.S. issuer or borrower group, a 60-minute meeting, a written issue map and recommended document list, and one consolidated correction round. It is a proposed $5,000 fixed fee, and it does not include a signed third-party reliance opinion, full diligence, a drafting set or a license application.
When the structure is settled, the drafting package covers one defined transaction and instrument class, the relevant document set, two consolidated drafting rounds and one consolidated counterparty comment round. A material structure change triggers a revised scope rather than an undisclosed surcharge.
A signed characterization or exemption opinion remains $25,000–$30,000 for one defined legal question or closely related questions, one identified transaction, specified law, identified recipients and permitted reliance, a diligence checklist, factual certificates, and customary assumptions and qualifications. Feasibility and conflicts screening precede acceptance, and a favorable conclusion is not promised.
The $300 written architecture review remains available as a limited orientation service under its published terms. It does not supply the diligence, structure memorandum or opinion described above.
What these budgets exclude
Public registration or listing, unlimited securities classes or closings, foreign offerings, a 50-state survey, licensing applications, contested lien clean-up, litigation, tax or accounting opinions, appraisal or audit, smart-contract coding or security audit, regulated custody operations, placement or investor introductions, and a separate signed reliance opinion. Filing fees, searches and outside counsel are separately identified. Scheduling begins after the required diligence is complete, and no timeline is guaranteed.
Additional branches of review may include broker-dealer or trading-platform activity, investment-adviser regulation, lending and servicing licenses, money transmission, sanctions, commodities or derivatives, consumer rules, tax, ERISA and foreign law. These are scoping questions, not findings that every product requires every license.
FAQ
Why does a signed opinion cost more than an internal memo?
I accept a different level of responsibility when I sign a legal conclusion for a named addressee. The work includes the diligence record, document review, factual certificate, assumptions, qualifications and reliance limits necessary to support that signature, not just research and analysis.
Can I hire you before the instrument is fully designed?
Yes. I can use the $300 written architecture review to identify the viable structure, the missing facts, the likely signature and the separate-counsel issues. If the term sheet is already mature, I can scope the signed work directly.
Can my lender, investor or service provider rely on your opinion?
Only if I agree to that reliance in writing and identify the party in the engagement and opinion. I do not allow reliance to expand after the fact merely because a signed opinion is forwarded.
Does the explorer tell me whether my offering is exempt?
No. It navigates selected conditions that you report, identifies what is unresolved, and shows the source behind each one. It is not an automated securities opinion, it does not verify anything you enter, and a green indicator addresses only the single condition it names.
Can you copy a public Bitcoin treasury company’s preferred-stock structure?
I can use public filings to understand a disclosed mechanic, but I do not copy another issuer’s capital structure as a legal template. I structure the client’s instrument against its own charter, capitalization, reserve, custody, investor base, offering path, liquidity and governance record.
Can you handle the entire launch?
I can own the U.S. securities architecture and the transaction documents expressly listed in the engagement, then coordinate separate signatures where the structure depends on fund-status, adviser, broker-dealer, commodities, bank or stablecoin, tax, ERISA or non-U.S. law. For a multi-instrument capital stack, I quote the integrated responsibility above $30,000 rather than compress several legal disciplines into one nominal opinion.
Disclaimers
Attorney advertising. I am Sergei Tokmakov, and I am admitted to practice law in California and Washington. I describe the fields in which I accept work, but I do not claim certification as a legal specialist on this page.
Full disclaimers, scope of engagement and AI-tool notice
I am independent of Michael Saylor and Strategy Inc. and am not affiliated with, sponsored by, endorsed by, or counsel to either. I use any reference to a public issuer only to identify publicly disclosed market mechanics.
I provide this page to describe legal services I may offer after a conflict check and written engagement. I do not make an offer to sell or solicit an offer to buy any security, and I do not provide investment advice through this page.
The calculators on this page are educational illustrations. They do not price securities, underwrite borrowers, value assets, verify any fact you enter, or establish eligibility for any exemption, license or product. Every figure shown is an assumption you can change, and the fee ranges are indicative budgets rather than fixed quotes.
I do not guarantee regulatory treatment, financing, listing, investor acceptance, price performance, tax treatment or any other outcome. My signed work is limited to the law, facts, documents, addressees, assumptions and qualifications stated in that deliverable.
The AI chat on this site is an intake and information tool, not my legal service, legal advice, signed opinion or work product. I begin an attorney-client engagement only through a written engagement letter that identifies the client, scope and fee.