Lilya Tessler

Transactions Experience

• Representing Avalanche Foundation concerning the disposition of AVAX tokens in connection with Terraform Labs bankruptcy plan.
• Represented Mattereum, a UK platform enabling tokenization of real world assets, in its first U.S. token issuance.
• Represent issuers in global offerings of digital securities, stablecoins, digital assets and asset-backed blockchain tokens.
• Represented Cboe Global Markets, Inc. in its acquisition of Eris Digital Holdings, LLC, an operator of a U.S.-based digital asset spot market, a regulated futures exchange and a regulated clearing house.
• Represented an American multinational investment bank and financial services holding company in the launch of its first bitcoin fund with NYDIG acting as a custodian.
• Represented Argo Blockchain, the only cryptocurrency mining company listed on the London Stock Exchange, in connection with its SEC-registered IPO offering and concurrent Nasdaq listing.
• Represented Riot Blockchain, Inc. in its acquisition of Whinstone U.S., which operates the largest bitcoin mining hosting facility in North America.
• Represented TradeUP Global Corporation, a publicly trade SPAC, in a de-SPAC transaction with SAITECH Limited, a Eurasia-based energy saving bitcoin mining operator.
• Represented Amalgamated Token Services, an affiliate of AngelList, in connection with the acquisition of EC Securities, LLC, a private placement broker-dealer, approved by FINRA to act as placement agent for SAFTs and other blockchain-based securities.
• Represent SolidX Management LLC in connection with a first of its kind offering of shares of VanEck SolidX Bitcoin Trust, a physically-backed bitcoin product that will trade in the secondary market exclusively among QIBs pursuant to Rule 144A.
• Represented Paxos Trust Company in connection with the launch of PAX Gold, a first-of-its-kind crypto-asset redeemable for physical gold.
• Represent Helium, developer of a decentralized wireless network, on its Series C financing with Multicoin Capital, Union Square Ventures and other investors, along with advising the company on regulatory aspects of its blockchain network.
• Represent prominent venture capital firms, including Pantera Capital and CMT Digital, with respect to early-stage investments in blockchain companies.
• Represent BlockTower Capital, a leading blockchain investment firm, with respect to fund formation, regulatory matters, and venture investments.
• Represent technology company in acquisition of a private placement broker-dealer, including facilitating regulatory approvals with FINRA and the SEC.
• Negotiate node agreements and conduct due diligence for strategic partnerships with blockchain technology companies.
• Represented Coinbase in acquisition of Keystone Capital Corp., Venovate Marketplace, Inc. and Digital Wealth LLC, an SEC-registered broker-dealer, alternative trading system and registered investment adviser.*
• Represented Coinbase in acquisition of Paradex, a blockchain token wallet-to-wallet relayer platform.*
• Represented Polychain Capital in certain aspects of its blockchain token purchases.*
• Represented Block.one in the sale of blockchain tokens for EOS.*
• Represented Citizens Financial Group in its acquisition of Western Reserve Partners, a merger and acquisition advisory firm.*

Regulatory Experience

• Advising IEX Group on regulatory matters in connection with a strategic investment by a U.S. regulated cryptocurrency exchange.
• Advising Oasis Pro Markets LLC related to U.S. regulatory requirements for its Digital Security Alternative Trading System (ATS).
• Advising INX Limited, a cryptocurrency exchange that went public on Ethereum in 2020 and issuer of the first registered security token, on broker-dealer and blockchain matters related to the integration of its acquisition of Openfinance Securities, a U.S. broker-dealer.
• Advising one of the world’s leading cryptocurrency exchanges on a comprehensive review of its U.S. compliance posture, including registration and licensing matters.
• Advising Securities and Financial Industry Markets Association (SIFMA) in connection with a response letter to the SEC in connection with advocacy for more regulatory guidance on custody of digital asset securities.
• Advising an international regulatory agency on U.S. regulatory considerations in the release of digital asset regulatory guidance.
• Advised Apex Clearing Holdings LLC on the regulatory implications of its cryptocurrency trading and custody services in the context of a proposed business combination with Northern Star Investment Corp. II, a publicly traded SPAC.
• Advise Block.one related to U.S. regulatory requirements for the launch of Voice, a global social media platform.
• Advise various private securities broker-dealers and marketplaces, including SharesPost and Templum, Inc., with respect to broker-dealer and blockchain regulatory issues.
• Advise World Gold Council on FinTech and blockchain strategic initiatives and regulatory developments.
• Advise CoinList on legal questions concerning digital asset offerings and U.S. federal securities laws.
• Represent Dharma Labs on various regulatory issues related to the development and implementation of smart contracts for lending products.
• Advise on formation of broker-dealers and registration of alternative trading systems to transact or custody digital assets.
• Represented Block.one in various corporate, intellectual property and regulatory issues.
• Counseled Coinbase on various legal questions concerning blockchain tokens and broker-dealer rules.*
• Represented financial institutions with day-to-day securities issues, private placement agent requirements, Rule 15a-6 questions and interpretation of the M&A Broker no-action letter, as well as policies and procedures to implement the advice.
• Negotiated trading and custody agreements for broker-dealers, banks and other financial services companies.
• Advised retail broker-dealers and private funds on the requirements of Regulation R, Regulation U and Regulation T.
• Represented the Argon Group on various regulatory issues relating to blockchain token sales.*

Legislative and Regulatory Advocacy

• Testified before the U.S. House Financial Services Committee’s Subcommittee on Digital Assets, Financial Technology and Inclusion, on “Next Generation Infrastructure: How Tokenization of Real-World Assets Will Facilitate Efficient Markets” on June 5, 2024.
• Advised the Digital Chamber and drafted its amicus brief in the SEC v. Payward, Inc. (Kraken) case filed in (NDCal) concerning the SEC's approach to regulating digital assets and its potential negative impact on innovation in the blockchain sector.
• Represent the Digital Chamber in filing its first amicus brief in the SEC v. Telegram (SDNY) case that sets forth the legal framework in applying the federal securities laws to digital assets.
• Participate in Venture Capital Working Group, led by Andreessen Horowitz, with respect to legislative and SEC regulatory initiatives related to digital assets.
• Prepared for the SEC a proposal to address open questions related to broker-dealer custody of digital assets under the SEC’s Customer Protection Rule.
• Participated in the Legislating Certainty for Cryptocurrencies Roundtable hosted by Congressman Warren Davidson.
• Testified before the New Jersey Assembly Science, Innovation and Technology Committee on the economic development opportunities presented by blockchain technology innovation.*
• Represented a U.S. industry trade group with respect to a comment letter to shorten the settlement cycle in the United States to T+2.*
• Represented The Financial Services Roundtable with respect to a comment letter on the consolidated audit trail (CAT) plan and proposed U.S. Treasury regulations.*

*Some of the above matters were handled prior to joining Sidley.

• Member, Token Alliance Leadership Committee, The Digital Chamber
• Member, Senior Steering Committee concerning “Proposed Information Guidelines for Certain Tokens Made Available in the United States,” Global Digital Asset & Cryptocurrency Association