Nick Curley

Nick Curley is a Texas-based attorney focused on Bitcoin, digital asset custody and recovery, and private fund and commodity pool formation. He represents Bitcoin operators (including custodial solution providers, miners and infrastructure participants), fund sponsors, registered and exempt investment advisers, commodity pool operators (CPOs), commodity trading advisors (CTAs) and other investment advisory professionals.

Nick advises on all aspects of private fund formation and compliance. He is well-versed in structuring and launching digital asset funds, oil and gas funds (including Section 3(c)(9) funds) and commodity pools. He counsels clients on exemptions and regulatory filings under the Securities Act of 1933, the Investment Advisers Act of 1940, the Investment Company Act of 1940, and the Commodity Exchange Act. His commodity interest experience includes registering CPOs and forming CFTC Rule 4.7 commodity pools as well as filed funds and filed accounts.

Nick also regularly leads the negotiation of separately managed account agreements (SMAs) with institutional allocators on behalf of advisers and sub-advisers across a range of asset classes.

Selected Experience

• Private Bitcoin ETF-Equivalent. Advising a sponsor launching a private bitcoin ETF-equivalent with daily liquidity and in-kind contribution and withdrawals. This vehicle also employed a multi-institution custody solution (a form of multi-sig) where three independent institutions each hold a key to a vault in which the vehicle’s BTC is kept.
• Digital Asset Recovery. Representing a digital asset investment adviser and a private fund that fell victim to an airdrop attack and assisting with the recovery of $1.7 million, a significant portion of the stolen funds. Nick worked with other lawyers, a blockchain analytics firm and the U.S. government to seize the stolen funds, assisted with an asset forfeiture process in the U.S. District Court for the Northern District of Texas, followed by a petition for remission filed with the Money Laundering and Asset Recovery Section (MLARS) of the U.S. Department of Justice, through which the client ultimately received indirect proceeds of the stolen assets.
• Separately Managed Accounts. Representing advisers and sub-advisers in the negotiation of separately managed account agreements (SMAs) with institutional allocators across a range of asset classes. Nick also has experience addressing complex most favored nation provisions for advisers over multiple SMAs.
• Retail Forex Filed Fund. Representing a CPO in the registration process and the formation of a filed fund offering a retail forex trading strategy, including the preparation and submission of a disclosure document filed with National Futures Association.
• CFTC Rule 4.7 exempt Commodity Pools. Representing CPOs in the formation of CFTC Rule 4.7 exempt commodity pools. Nick has experience advising CPOs deploying diverse strategies, including algorithmic and systematic strategies.
• Securities and Commodity Interests Funds. Representing investment advisers registering as commodity pool operators and forming commodity pools employing a securities and commodity interest strategy.

Publications:

• SEC Considerations – Investments in Private Securities. Analyzes the ways in which trusts qualify as accredited investors, qualified clients, and qualified purchasers for the purpose of private investments. Published in the State Bar of Texas 48th Annual Advanced Estate Planning & Probate Course materials.
• Blockchain Disruption: Digital Assets Are Changing How We Do Business, 25 SMU Sci & Tech. L. Rev. 265 (2022). Examines how businesses might employ blockchain technology in corporate governance and other areas.
• Death of The Limited License to Data: United States v. Van Buren, 25 SMU Sci. & Tech. L. Rev. 47 (2022). Published law review case note examining the Supreme Court’s discussion of unauthorized access to data under the Computer Fraud and Abuse Act.

Memberships:

• Texas Blockchain Council
• Wall Street Blockchain Alliance – Legal Working Group