Stephen Rutenberg, P.A.
Partner
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Phone: +1 305 960 2266
- Duane Morris LLP
201 S. Biscayne Boulevard, Suite 3400
Miami, FL 33131-4325
USA - Duane Morris LLP
22 Vanderbilt
335 Madison Avenue, 23rd Floor
New York, NY 10017-4669
USA
Stephen Rutenberg is a Chambers-ranked lawyer in FinTech Legal: Blockchain & Cryptocurrencies, a partner in the Corporate Practice Group and a member of the firm’s Digital Assets and Blockchain Group, with a practice focused on the intersection of digital assets and special situations. Active in the digital assets industry since 2017, Mr. Rutenberg has advised clients on tokenization, compliant token issuances and other blockchain-based products and transactions. His practice spans digital assets and blockchain technology, private credit and special situations, and emerging companies. He represents asset managers, hedge funds, financial institutions, insurance companies, family offices, technology companies founders and investors in complex domestic and cross-border matters.
Mr. Rutenberg’s digital assets practice includes the tokenization of real-world assets (RWAs), including real estate and private credit products, blockchain-based securitizations, digital asset-backed lending, token generation events, digital securities, crowdfunding platforms and the structuring of blockchain businesses and investment products. He also represents companies, investors, family offices and industry organizations in regulatory, enforcement and policy matters involving digital assets and special situations.
Mr. Rutenberg advises lenders, borrowers and investors on private credit, asset-based and digital asset-backed financing transactions, including bitcoin- and other cryptocurrency-backed loans, securitizations, distressed financings and bespoke collateral arrangements. He particularly focuses on LSTA and LMA secondary loan trading documentation, trade claim transfer documentation, loan participations, derivatives and other bespoke credit risk-transfer structures.
Mr. Rutenberg has extensive experience in secondary trading and special situations, having represented buyers and sellers in thousands of purchases and sales of syndicated and distressed loans, bankruptcy and trade claims, equity interests and other complex credit assets. His work includes cryptocurrency bankruptcy claims, distressed digital asset and mining investments, cross-border restructurings, and the litigation, negotiation and settlement of avoidance actions arising from major digital asset insolvencies.
During a secondment in London, Mr. Rutenberg served as senior legal counsel to Bank of America Merrill Lynch’s EMEA Global Loans and Special Situations trading desk. He advised on complex acquisitions and dispositions of performing and distressed loans, receivables, claims, equity interests and other credit assets across Europe, including transactions involving securitization and other special-purpose vehicles.
At his prior firm, Mr. Rutenberg co-founded and led its blockchain and digital asset practice and founded the award-winning Polsinelli BitBlog. He is a frequent speaker and commentator on digital assets, cryptocurrency, blockchain technology, real-world asset tokenization, private credit and distressed investing.
Mr. Rutenberg also regularly advises founders and emerging companies, particularly in the digital assets, artificial intelligence, biotechnology and healthcare sectors. His work includes guidance on formation, governance, fundraising, employment and consulting arrangements, commercial agreements, strategic partnerships and other early-stage and growth matters.
Mr. Rutenberg also maintains an active pro bono practice representing individuals and families in asylum and related immigration matters. He has successfully obtained political asylum for more than 25 individuals, as well as lawful status for many of their family members.
Mr. Rutenberg is admitted to practice in Florida and New York, and as a solicitor in England and Wales. He earned his J.D., together with a Certificate in Management and Public Policy, from the University of Pennsylvania School of Law (J.D., 2001) and his B.A. in Biology from Brooklyn College, City University of New York.
Professional Activities
- American Bar Association
- The Digital Chamber
- Loan Market Association
- Loan Syndications & Trading Association
- Wall Street Blockchain Alliance
Admissions
- Florida
- New York
- U.S. District Court for the Southern District of New York
- U.S. District Court for the Eastern District of New York
Education
- University of Pennsylvania Carey Law School, J.D., 2001
- Brooklyn College, B.S., 1998
Experience
- Duane Morris LLP
- Partner, 2025-present
Policy and Advocacy
- Author and co-author, amicus curiae briefs and investor advocacy submissions concerning SEC enforcement, digital asset regulation, investor protection, fair notice, constitutional due process and U.S. competitiveness.
- Co-author, public policy letters published by CoinDesk advocating legislative and regulatory reforms to strengthen U.S. leadership in cryptocurrency, blockchain technology and digital assets.
- Contributor, industry submissions to the SEC Crypto Task Force concerning digital asset custody, securities classification, tokenization, trading markets and market structure.
Honors and Awards
- Ranked in Chambers FinTech, and FinTech Legal: Blockchain & Cryptocurrencies - USA Nationwide, 2026
- The Best Lawyers in America, Corporate Law, 2026
- Go-To Thought Leader, FinTech Regulation, National Law Review, 2020
- James H. Fogelson Emerging Leadership Award, UJA-Federation of New York, 2017
- Notable Practitioner, IFLR1000, Restructuring and Insolvency (previously recognized as a Rising Star)
Civic and Charitable Activities
- Founder and Co-Hub Leader, Miami, Blockchain Lawyers Forum, a global network of blockchain and Web3 lawyers
- Board of Directors, UJA-Federation of New York, 2017-2023. Served on the Bylaws Committee, Nominating Committee and Cabinet for Jewish Peoplehood
- National Young Leadership Cabinet, Jewish Federations of North America, 2010-2016, including service as New York Co-Chair
- Member, New York City Judicial Screening Panel, representing the Jewish Community Relations Council of New York, 2014
- Board of Directors, The Jewish Education Project
- Lawyers Division Council, UJA-Federation of New York
- Member, Carnegie Hall Notables, supporting Carnegie Hall’s educational and artistic mission
Selected Publications
- Lead U.S. author and principal U.S. contributor, Thomson Reuters Practical Law Global / Multilaw Global FinTech Guide, multiple editions covering blockchain, digital assets, payments, online banking, RegTech, token offerings and other fintech legal developments, 2018-2026.
- Co-author, “Grading America’s Progress Toward Becoming the Crypto Capital of the World,” CoinDesk, 2026 (evaluated U.S. progress in implementing digital asset policy reforms and identified remaining legislative and regulatory priorities).
- Co-author, “How to Make the United States the Crypto Capital of the World,” CoinDesk, 2025 (proposed legislative and regulatory reforms to strengthen U.S. leadership in digital assets, tokenization and blockchain technology).
- Co-author, “Top 10 Web3/Blockchain Legal Developments of 2024,” 2025 (reviewed significant legal and regulatory developments affecting digital assets and blockchain technology).
- Co-author, “False Friends and Creditors: The Saga of Recent Crypto Insolvencies,” Global Legal Insights - Blockchain & Cryptocurrency Laws and Regulations 2024, 2024
- Co-author, “Federal Appeals Court Reaffirms That Syndicated Loans Are Not Securities,” The National Law Review, 2023 (analyzed the Second Circuit’s decision in Kirschner v. JPMorgan Chase Bank and its implications for syndicated lending and the secondary loan market).
- Co-author, “Court Provides Additional Guidance on When Notes Are Not Securities: The Kirschner Case,” 2020 (analyzed the district court’s decision concerning whether syndicated loans constitute securities and its implications for the syndicated loan market).
- Author, “Potential Legal Frameworks for DAOs,” 2021 (examined potential legal structures and governance considerations for decentralized autonomous organizations).
- Author, “Time to Do the Foxtrot (Three Step): SEC Establishes Improved Process for Settlement of Digital Asset Securities,” 2020 (analyzed the SEC’s evolving framework for the settlement and regulatory treatment of digital asset securities).
- Author, “Hanging on the Telephone: Judge Enters Order Blocking Telegram ICO,” 2020 (analyzed the SEC enforcement action involving Telegram’s proposed digital asset offering and its implications for token issuances).
- Author, “Stick a Fork in It? IRS Issues Updated Guidance on the Tax Treatment of Cryptocurrency Forks and Provides Answers to FAQs,” 2019 (reviewed IRS guidance on cryptocurrency forks and related tax issues).
- Author, “How Fintech Could Reboot Libor,” Risk.net, 2018 (explored the use of blockchain technology, smart contracts and a blockchain-powered digital asset to modernize the LIBOR benchmark, improve transparency, data integrity and market incentives, and support broader applications of distributed ledger technology in syndicated lending and financial market infrastructure).
- Co-author, “Introducing Blockchain in the Syndicated Loan Market,” Law360, 2017 (examined the application of distributed ledger technology to syndicated lending, loan servicing and secondary loan trading).
- Co-author, “LSTA Distressed vs. Par/Near Par Secondary Trading Documents – A Review and Analysis,” Law360, 2016 (compared the principal forms of LSTA documentation used in secondary trading of distressed and performing loans).
- Founder and principal contributor to the award-winning Polsinelli BitBlog, including the recurring Blockchain+ Bi-Weekly legal and regulatory update covering blockchain, cryptocurrency, tokenization, digital assets, SEC and CFTC developments, enforcement, legislation and crypto insolvencies.
- Author and co-author of additional articles and legal updates concerning digital assets, tokenization, real-world assets (RWAs), stablecoins, decentralized finance (DeFi), digital asset custody, cryptocurrency taxation, SEC enforcement, crypto insolvencies, NFTs, decentralized autonomous organizations and related regulatory developments.
Selected Speaking Engagements
- Host, "Stablecoins & Tokenization: Separating Opportunity from Hype," Duane Morris LLP, September 1, 2026
- Panelist, "International Practice in Crypto-Asset Markets: Governance, Risk, and Regulatory Implementation," Blockchain Summit - Digital Finance, AI and Regulation, Università Bocconi, Milan, Italy, July 9, 2026
- Host, Moderator and Speaker, "Merkle Meet 2026 Miami at Consensus Miami," Duane Morris LLP and Merkle Science, May 4, 2026
- Speaker, "Vision 2026: Predicting the Next Major Changes in Crypto," Duane Morris Webinar, February 4, 2026
- Presenter, “The GENIUS Act & Stablecoins: Compliance and Illicit Finance Risks,” Lawline CLE, 2026
- Guest Lecturer, “SEC Regulation of Crypto Assets,” Advanced Blockchain Law, Fordham University School of Law, October 20, 2025
- Presenter, “CBDCs, Stablecoins, Crypto, and the State of Play in 2025,” Lawline CLE, 2025
- Organizer and Moderator, Heartland Digital Asset Exchange Family Office Conference, Kansas City, 2025, including the panel “Taxes, Tokens & Trust: Navigating Regulation and Compliance in the Digital Age”
- Speaker, Crypto Investors Summit, Wall Street Blockchain Alliance, New York, 2023
- Invited Participant, Wharton RegTech Roundtable on Digital Asset Regulation, The Wharton School, 2023
- Speaker, Multilaw Global FinTech Guide Launch Webinar, “Cryptocurrency & Blockchain: When Do the Benefits Outweigh the Risks?”, 2022
- Moderator and Speaker, INSOL International Singapore Conference, Singapore, 2019, two sessions addressing cryptocurrency, blockchain and insolvency
- Panelist, “The Road to Capitalization for Digital Asset Businesses,” 2019 T-EDGE New Finance Summit & CHAINSIGHTS FinTech & Blockchain China Summit, Beijing, China, 2019
- Speaker, Blockchain Law Summit, Los Angeles, 2018, including presentations concerning blockchain technology in the syndicated loan market and tokenization
Representative Matters
- Represented New Silver Lending LLC in two blockchain-based real estate loan securitization transactions, including one of the first full securitizations of real estate loans using blockchain technology.
- Represented Roofstock onChain in connection with the tokenization and one-click sale of a single-family home through a blockchain-based transaction.
- Represents the operator of the largest platform for tokenized single-family rental homes in connection with the structuring of its tokenized real estate investment platform.
Represented Threely Dimensions Inc. and its Tria project in connection with a cross-border token generation event and token launch, including offshore structuring, platform agreements and digital asset regulatory matters involving the Cayman Islands, British Virgin Islands and Asia.
- Represented EMURGO, a co-founding entity of the Cardano blockchain, in connection with the structuring of a potential tokenized private credit product.
- Represented Akemona in connection with its SEC registration as a funding portal and FINRA membership for its blockchain-based crowdfunding platform.
- Represented a digital assets promoter and market maker in connection with an SEC investigation involving digital asset activities.
- Represented an issuer of tokenized securities in conducting a rescission offering and the orderly wind-down of its tokenization program.
- Represented a private investor in closing a 4,000-bitcoin lending facility with a global digital assets financial platform, believed to have been one of the largest private bitcoin loans completed at the time.
Representing an insurance company in a credit risk-transfer transaction effected through a participation, including the preparation and negotiation of bespoke participation documentation.
- Represented purchasers and sellers in the purchase, sale, diligence and analysis of numerous cryptocurrency bankruptcy claims, including multiple claims in the Three Arrows Capital liquidation and claims in the Celsius Network and Voyager Digital bankruptcy cases.
- Represented an investor in the purchase of a substantial claim in the British Virgin Islands liquidation of a cryptocurrency company.
- Represented numerous defendants in the litigation, negotiation and settlement of a substantial number of preference and other avoidance actions arising out of the Celsius Network and Voyager Digital bankruptcy cases.
Representing a lender in the cross-border restructuring and workout of a distressed loan to a bitcoin mining company, involving Singapore, the British Virgin Islands and other jurisdictions.
- Represented a Brazilian family office in structuring and documenting a cross-border factoring transaction involving the purchase and financing of receivables in Mexico.
Authored an amicus curiae brief on behalf of The Digital Chamber in the SEC enforcement action against Unicoin, addressing digital asset regulation, fair notice and the scope of SEC enforcement authority in litigation.
Represented a group of accredited Unicoin investors, supported by approximately 200 additional investors, in preparing an investor-focused amicus and advocacy submission addressing investor protection, fair notice and digital asset regulation.
Authored an amicus curiae brief on behalf of the Government Blockchain Association in the SEC enforcement action against Unicoin, addressing the potential adverse effect of the SEC’s enforcement approach on U.S. competitiveness in blockchain and digital assets.
- Represented The Digital Chamber in filing an amicus curiae brief in the Hermès International v. Rothschild MetaBirkins appeal, addressing the application of trademark law to blockchain-authenticated digital collectibles and NFTs.
- Represented KC Digital Drive, a Kansas City technology industry organization, in structuring a decentralized autonomous organization designed to attract blockchain and technology businesses to Kansas City and strengthen the city’s technology sector.
- Represented an artificial intelligence startup in connection with its initial financing, formation, governance, employment and consulting arrangements and other early-stage business matters.
- Represented a biotechnology startup in structuring an investment platform designed to fund and commercialize early-stage technology transferred from a California university.
Representing the technology subsidiary of a public insurance company in structuring and establishing an AI-focused venture studio, including its investment, governance and operating framework.