The following is an interview between our Business Development Manager, Allys Benitez, and Atilla Baksay, Counsel and Director of Operations at Industria Business Lawyers (IBL), a legal expert with a rich background in corporate and transactional law. Atilla’s commitment to empowering small businesses is reflected in his work, where he combines legal expertise with a passion for fostering local entrepreneurship.
In this interview, Allys and Atilla explore his journey to IBL, discuss his motivations for transitioning to corporate law, and share insights on the challenges of drafting contracts and navigating digital asset regulations. They will also highlight key trends in corporate law and offer valuable advice for businesses facing the evolving legal landscape.
Allys: Tell us about your journey to IBL and your current role.
Atilla: My journey to IBL I graduated law school in 2018, and I went to law school at American University, which is in Washington, DC, and like all good DC law school graduates, I started to work for the federal government immediately after graduating. I worked, as you mentioned earlier, for the executive office of the president, specifically the Office of the United States Trade Representative, and there I was part of a legal team that carried out the Section 301 tariffs against goods originating or coming in through China. I did that for about a year, and afterwards I moved from Washington, DC, here to Denver, Colorado. I sculpted it out with my family, and we really liked Colorado, so we decided to move here, and about a year later I decided to, before that, I worked for a Denver law firm practicing complex civil litigation. I decided to ultimately form a separate law firm. A couple months after that, I met Alexander, who is the managing partner of Industria Business Lawyers, or IBL, at a digital networking function. We hit it off right away, and we started working on a contractual basis together, sharing some projects here and there, and it eventually bloomed into a full-fledged professional relationship between attorneys and law firms. Eventually I was brought in on a more full-time capacity to handle the administrative and other areas of the law firm that don’t necessarily equal just practicing the law. That’s why I’m both director of operations at IBL as well as a regular counsel.
Allys: What motivated your transition for international trade law to corporate and transactional law?
Atilla: Business law, which is more formally called corporate law or transactional law, really comes down to this informal idea that business law has always been my personal passion. I am a very business-oriented, particularly small business-oriented person, and the way I thought I would always be able to help communities around me is by giving legal advice that is sound and actually helps them. One of the issues that small businesses often face in every state in this country is initial legal costs, because ironically, when you start a new business, it’s one of the times when you’ll need the most legal help possible, but most often you don’t actually have the resources to be able to handle that. IBL, among other things, practices business law, helping small businesses and startups from any sort of bootstrapping project to multinational conglomerates, delving into projects; we sort of help out where we can, and that was my journey towards business law and corporate transactions, handling the contracts of all these different projects. It’s ultimately what I love to do. I’m a very business-oriented person, and I like to help the market as well as customers and clients and the community as a whole through the practice.
Allys: What are some of the main challenges when you are working with clients in the negotiation and drafting of transactional contracts?
Atilla: For contracts, the biggest challenge to overcome is that you and your clients are ultimately on the same team. You are trying to represent them to the best of your ability, but they often look at things through a different lens, which is a natural thing to do. They are usually business owners, and they know what they are doing when it comes to business development. For example, as attorneys, we often draft contracts where we want to make sure that our client is covered from every possible legal outlook. Now that said, we don’t just draft biased or one-sided contracts; we understand that clients need to, for example, be able to close sales. However, what you often have is attorneys and their clients occasionally trying to discuss a path forward because we draft contracts that are very comprehensive and easy to understand, but at the same time ultimately we prioritize our clients interests, whereas they would prefer to sell. They would prefer to have contracts that look great and are very informal, but unfortunately those are two factors that often contribute to disputes merging down the road. A lot of the time, it’s about coming together with your client and trying to figure out a path forward to make sure that they are one, legally protected, while two, making sure that they are able to at least have the opportunity to develop their business and not get in the way of that, which is ultimately the point. A contract has no purpose if a sale isn’t closed, but on the other hand, a sale might close, but they might have problems down the road if they don’t have a comprehensive contract around it. I would say that’s the largest issue.
Allys: Can you describe the key factors you consider when drafting legal opinions on the security status of digital currencies and assets?
Atilla: Securities concerns are a whole different ball game. For these sorts of issuances and blockchain-based assets, for example, one thing that we like to do is sort of compartmentalize how we conduct securities analyses. When it comes to my own way of looking at things, I tend to create four different buckets into which the facts are sorted. The first of those is around project entities, so who the players are in the deployment of a different sort of asset. Every company and every project team should have some sort of org chart so that your counsel could quickly and easily understand what they’re dealing with, who the different entities are, and who is overseeing which role in the project. That’s pretty simple and straightforward because the client usually has the answer. The second bucket is the platform or the protocol. Most assets are issued to go hand in hand with either some sort of platform that does something, for example, video rentals or blockchain gaming, or something along the lines of travel agency or DeFi or trading assets; they all have some sort of platform-based technology that the project team develops, and we need to know the details around that because it can have material implications for security status, for the attached token, if that’s the case. If it’s more traditional securities, then you still want to look at the facts around the project after which the reported securities were issued. The third bucket is the actual security itself applied to blockchain technology; it would be the actual token. That’s the crux of securities analysis. The actual asset being issued—what are the circumstances around its issuance? What does it do? Does this just indicate ownership of a company, or does it have some sort of utility or some sort of function? Is it decentralized? Now we are seeing in Web3 and blockchain and even in the AI sector that decentralization is a very popular method of issuing an asset in a compliant manner. There’s a multifaceted approach, but the actual asset is what needs to be analyzed. This is the third prong of our four prong analysis. The final prong is project funding. Were there SAFEs issued, or SAFTs, or token or convertible notes? What are the circumstances in which this issuance happened? Who took part in it? How many participants were there in the issuance? Are they Americans? Are they non-American? Are they accredited investors or not? If they were non-accredited investors, how many were there?. Your counsel needs to know these facts to be able to screen any potential hazards in the process. The reason this sounds so scrutinous is that the stakes are high. In this country, the regulatory authority for securities is the Securities and Exchange Commission, and it does not joke around. If it enforces it against you, you can look at rescission, you can look at disgorgement. These are different forms of returning money to investors and separating the profits gained from yourself. You can have civil fines, and in the worst cases, you can even have criminal investigations, especially in the case of fraud. These are all things to look out for, and more often than not, if you would like to do a raise, if you would like to do some kind of round, it’s much better to have counsel from day 1 oversee it so that they can give you the advice on how to do things in a compliant manner versus bringing in counsel later on to do clean up on aisle six.
Allys: Would you say that that process has become more complex in recent years or it’s just as complex as before?
Atilla: It’s been sort of complex going back to 1933, when securities started to be regulated in the country federally. There were security laws before then, but 1933 was sort of the turning point at the federal level, and in the late 1940’s you had the most complex securities instrument called an investment contract analyzed by the Supreme Court of the United States. Since then, especially with the advent of the Internet, there have been online issuances sort of all over the place, and they grow in number each year. We’re all here trying to navigate the white waters of regulatory enforcement because often the technology spreads quicker than the law catches up, and case in point, we are using case law from the 1940’s to be able to analyze digital assets in terms of security laws. The principles behind securities laws are in theory timeless, but the way they are applied can become a little bit convoluted to the untrained eye, and that’s why we specialize in this area to be able to give sound advice, and from there on out, it is entirely within the client’s prerogative to decide how to proceed, but yes, it can be complex.
Allys: Let’s move on to the future – Are there any trends or changes that you foresee happening in the areas of corporate law and securities regulation over the next few years?
Atilla: I’m not sure if you can take this to the bank; this is just one person’s approximation of the near to mid future. I believe we are going to start seeing some more deregulation of corporate law as well as securities, at least at the federal level in the United States. Obviously, states have a wide latitude of enforcement and power, and they can decide separately, but as far as the federal government goes, what we’ve seen up until the 1930s was focusing on letting the economy play out with things like freedom of contract. Now in the 1930’s, during the new deal, that largely ended, and the public policy argument started taking hold, where states as well as the federal government drafted statutes to enforce certain things, thereby alienating freedom of contract in favor of what they at the time presumed to be positive societal developments. That has been a regime for sixty or seventy years; we are still in a legal regime where public policy carries a great deal of weight. In my opinion, we might start seeing some reversion from that back towards individual will and the ability to, for example, sign contracts. There’s positive and negative sides to everything. The idea behind freedom of contract is that your ability, your time, your self, and your services are your property, and only you can dispose of your property however you’d like, and you can do that by assenting, which is what a contract is. However, the down side of that is that some people would feel intimidated by that because they would feel that they are powerless in a contract and they would have no choice but to adhere to it, and they would have no protective entity around them. People who are more in favor of the current or pre-existing regimes from the 1930’s, the positive side of that is that the state will protect you, whereas the negative side of that is that the state alienates the right to make your own decisions about this. When I use the term state, it’s sort of in an international law sense here, so it’s what we would informally call a country, so the federal government in this case. I do think that it is going to be maybe a little more deregulated in the sense that individual freedom of contract will sort of return to the main stage, but that remains to be seen, and anything can change at any moment. We’ll come back to this question in five, ten, fifteen years and see how things have held up.
Allys: Outside of law, are there any hobbies that you have?
Atilla: I’ve been living in Colorado for five years now, and like all true Colorado people, I hike all the time. I try to go out every single weekend, but unlike all Colorado people, I do not ski or snowboard, which in this state can usually carry criminal penalties. Aside from that, I absolutely love playing volleyball, so beach, grass, indoor, anything. If you can find me a net and a ball, I’m already there. That’s sort of how I spend my time if I’m not spending it with my family.