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Big Law Hitched Onto Crypto Darling Well Before 168% IPO Pop

Published 22 hours ago4 minute read

On its path to raising $1.1 billion in an initial public offering this week, stablecoin issuer Circle Internet Group Inc. proved why cryptocurrency companies are lucrative clients for the world’s top law firms.

Davis Polk & Wardwell advised the company on its IPO before the company’s shares rose 168% on Thursday in their first day of trading. Legal fees for the deal were $7.3 million, according to a company filing with the US Securities and Exchange Commission.

Skadden Arps Slate Meagher & Flom advised the underwriters in the deal, which was heavily oversubscribed, helping to set up the stock price increase. Shares at the IPO price of $31 rose as high as $103.75 on Thursday before settling at $83.23 at the close of trading, according to Bloomberg data. The trading gave Circle a market value of $18.5 billion.

Circle’s success shows how crypto companies have become attractive clients for major law firms that once viewed digital currencies with suspicion. Company legal fees rose by $17.6 million in 2024, following an increase of $5.2 million in 2023, SEC filings show. Circle is also paying millions in legal expenses in a major dispute with its former investment bank.

A litany of top law firms have been charging those fees. WilmerHale, Davis Polk, Wilson Sonsini, and Goodwin Procter have advised Circle on corporate matters, according to public filings and law firm announcements.

WilmerHale earlier this year advised the company on an acquisition of Hashnote Holdings LLC, a digital asset platform that issues US Yield Coin.

Wilson Sonsini advised the company on the launch of its Circle Payments Network this year, which aims to connect financial institutions to enable cross-border payments of regulated stablecoins.

Wilson Sonsini has also advised the company in litigation, including a case filed earlier this year by a customer who said the company erroneously destroyed $1 million worth of its stablecoin. A federal judge dismissed the case in Circle’s favor earlier this year, and Wilson Sonsini is representing the company on appeal.

Davis Polk in 2023 advised Circle on its agreement to partner with Nu Crypto Ltda., which extended access of its stablecoin to Brazilian customers. Davis Polk has become a well-known firm in the crypto space, as it is helping Trump Media & Technology Group Corp. launch a series of exchange-traded funds with Crypto.com.

Goodwin advised the company in its earlier plan to go public through a merger with a special purpose acquisition company in 2021. That deal, which ultimately valued Circle at $9 billion, fell through. Goodwin had advised the company “since its inception,” including on a $440 million fundraising round in 2021, Reuters reported, and also on a $400 million fundraise in 2022.

Jones Day in 2023 filed an amicus brief for Circle in a dispute between the SEC and Binance Holdings Ltd., which argued the SEC lacks authority to regulate payment stablecoin offerings.

In a dispute with its former investment bank Financial Technology Partners LP, Circle has retained high-powered litigation boutique Bartlit Beck.

Represented by Sullivan & Cromwell, FT Partners has sued Circle alleging it is owed at least tens of millions of dollars in transaction fees related to the company’s capital raises, and potentially, this week’s IPO. The bank argues the company wrongly terminated it to avoid paying costly fees that were priced when Circle was struggling in 2020.

The fee agreement allegedly entitled FT Partners to 7% of any capital raised by the company. For a company sale, the investment bank would be owed an escalating fee based on the size of the sale, ranging from 3% of the first $400 million in proceeds up to 10% of proceeds over $1 billion, according to the lawsuit.

In a letter terminating Circle at the heart of FT Partners’ complaint, the company’s chief executive, Jeremy Allaire, copied Quinn Emanuel partner Michael Carlinsky.

Circle said in its SEC filing it “strenuously dispute[s] FT Partners’ demand for any fees.”

Still, the company acknowledged the dispute could cause it to make cash or equity payments to FT Partners which “may be substantial.” It may also be forced to pay the investment bank “significant” fees for future capital raises or company sale transactions, including the IPO itself, the SEC filing said.

The company says it paid legal expenses of nearly $9.5 million last year related to the FT Partners dispute and other settlements related to its legacy businesses. It has paid $1.9 million in such fees through three months this year.

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