An Exclusive Interview with: Kathryn Dodds Senior Associate, gunnercooke volatility around the value of ETH meant that reaching a value in the context of the sale and how the volatility was accounted for in the mechanics of the SPA, was a particular challenge. A consequential complexity of this was also the tax considerations, ensuring that the structuring of the transaction was done in the most tax efficient way for the sellers, whist also ensuring that the impact was net neutral for Bitwise. In order to overcome these challenges, we were delighted to be able work closely with Upstreamly Ltd (tax advisors to Attestant) and Galaxy Digital Partners LLC (financial advisors to Attestant) on the sell-side and Latham & Watkins LLP (law advisors to Bitwise) and Menzies LLP (tax advisors to Bitwise) on the buy-side. The ability to work collaboratively with these firms helped ensure that the transaction was a smooth and successful one. Lastly, it is worth noting that a large proportion of the team at Attestant have remained with the business postcompletion. A collective effort was taken by all parties as to how best to structure the mechanics of the deal so that the continuing employees are both excited and incentivized to grow the business with Bitwise post-completion. How did gunnercooke leverage its Web3 expertise to facilitate the transaction? gunnercooke has a specific Web3 subdivision, WAGMI Advisers gunnercooke, which is the largest onshore advisory firm specializing in Web3. The team has been advising Web3 firms since advising on the first successful initial coin offering in the United Kingdom. The breadth of the gunnercooke practice means that we are in the privileged position of being able to work with firms ranging from start-ups seeking a costeffective launchpad to the largest players within the Web3 ecosystem. As such, our team have been with Attestant from inception, meaning that we had a fluent understanding of the business before the transaction even started. Attestant was built from the start to be a premium player in ETH staking, combining an approach of using the leading experts on the Ethereum Kathryn, why is this transaction significant for a corporate lawyer? Generally, M&A activity tends to follow certain well-defined pathways. This was not the case here, given that this transaction was the first of its kind in the United Kingdom. As such, there were no such defined pathways for the transaction to be based on, meaning that the structuring and legal solutions had to be bespoke to the intricacies of the new business. Furthermore, the timing of the transaction can be seen as highlighting with the current paradigm shift in global thinking towards the cryptoasset industry, encapsulated recently in the US elections and the move in China to legalize trading in cryptoassets. In this respect, we have seen a huge reaction to the transaction, as some have perceived it as heralding a new era of Web3 business. Kathryn, can you expand on the role your team had during this transaction and what were the primary legal challenges in structuring this acquisition? We advised the shareholders of Attestant on the sale to Bitwise Asset Management. In this respect, we acted on the whole life cycle of the transaction, from heads of terms stage through to structuring, negotiation and final execution. We have advised Attestant since inception, so it was a privilege to be able to work on the sale, as we found that it was vital to have a tight-kit team that fully understood the complexities of the business. A key challenge revolved around the fact that Attestant is a staking business. The TRANSACTION INTERVIEW 53 This was the first of its kind in the UK, requiring bespoke legal solutions due to the lack of defined pathways.
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