The Role & Its
Institutional Context
OTGM Capital Holdings Inc. is a Delaware-incorporated financial infrastructure holding company operating at the intersection of structured finance, real-world asset tokenization, and multi-jurisdictional capital markets. The Legal & Compliance function sits at the center of every capital structure the firm architects — from Delaware Series LP formations to ERC-1400 security token issuances under Reg D 506(c) and Reg S.
OTGM Capital is assembling the legal architecture for a platform that will deploy institutional capital across 24+ countries, structure tokenized securities for accredited and qualified institutional investors, and operate under the simultaneous oversight of the SEC, MiCA (EU), MAS (Singapore), UAE DIFC/ADGM, and Hong Kong SFC. The Senior Legal Counsel will be the primary legal architect for this work — not a reviewer of documents produced elsewhere, but the originator of the institutional legal framework that governs how the firm operates, capitalizes, and executes.
This role requires genuine fluency in Delaware corporate and trust law, SEC securities regulation (Reg D, Reg S, Investment Advisers Act), digital asset and token securities law, and the cross-border structuring mechanics of SPVs, LP funds, and fiduciary vehicles. Experience with decentralized protocols, ERC standards, or blockchain-native legal instruments is a material differentiator.
You will report directly to the Founder & CEO and work in close coordination with the Capital Structuring, Technology (Verdenova Technologies), and Origination teams. This is a senior individual contributor role with a clear pathway to General Counsel as the ecosystem scales.
How You Will
Fulfill Your Potential
The Senior Legal Counsel at OTGM Capital will carry a mandate that spans the full lifecycle of institutional capital formation — from entity formation through capital raise, investor documentation, asset structuring, tokenization, and secondary market governance. The following represents the primary scope of the role.
Corporate Legal Architecture
- Lead and maintain the legal architecture of OTGM Capital Holdings Inc. and all subsidiary entities — including Omega Traders Global Markets Inc., OTGM Advisers GP LLC, OTGM Master Fund LP, AssetsHold Trust LLC, and Verdenova Technologies Inc.
- Draft, review, and negotiate limited partnership agreements, operating agreements, trust instruments, and corporate governance documents under Delaware law (DGCL, DRULPA, Delaware LLC Act, Delaware Statutory Trust Act)
- Structure and document Series LP vehicles, SPV formations, and project-level financing vehicles for each Nexus Platform transaction
- Maintain entity-level compliance across all jurisdictions, ensuring corporate housekeeping, registered agent obligations, and annual filing requirements are met without exception
- Advise on UCC Article 9 collateral perfection, security interest documentation, and default procedures in coordination with AssetsHold Trust LLC as institutional collateral agent
Securities Law & Capital Markets
- Lead all securities law compliance for capital raises under Regulation D 506(b)/506(c), Regulation S, Rule A and 144A — including Form D filings, Blue Sky analysis, and state-level compliance across relevant jurisdictions
- Draft and negotiate Private Placement Memoranda (PPMs), Subscription Agreements, Investor Suitability Questionnaires, and LP Agreements to institutional-grade standards comparable to leading private equity and venture capital firms
- Advise on Investment Advisers Act applicability, investment company exemptions, and related registration obligations as the firm's AUM scales toward USD $100+Million and beyond
- Manage relationships with external SEC counsel, Blue Sky counsel, and international securities advisors across applicable jurisdictions
- Structure investor onboarding frameworks for accredited investors (506(c) verification) and qualified institutional buyers (Rule 144A), ensuring enforceability across all offering documents
Digital Asset & Token Securities Law
- Structure the legal framework for ERC-1400/ERC-3643 security token issuances — including the legal opinion architecture, token transfer restriction documentation, and on-chain governance agreements
- Draft and maintain the legal infrastructure for OlyEx™ institutional token marketplace, including ATS regulatory analysis, participant agreements, whitelist governance, and secondary transfer protocols
- Monitor and advise on evolving digital asset regulatory developments across SEC, MiCA (EU), MAS (Singapore), UAE DIFC/ADGM, and Hong Kong SFC — translating regulatory change into actionable structural adjustments
- Advise on the legal characterization of tokenized interests under applicable securities law frameworks — including Howey analysis, investment contract determinations, and applicable exemptions
- Develop and maintain legal opinion templates and standard form documents for tokenization transactions across the Nexus Platform pipeline
Transactions & Project Finance
- Lead legal due diligence on Nexus Platform project acquisitions and investments — including real estate, infrastructure, energy, and agribusiness transactions across Latin American jurisdictions
- Draft and negotiate term sheets, participation agreements, co-investment agreements, and project-level financing documents
- Coordinate with local counsel in Mexico, Colombia, Honduras, and other Stage 1 jurisdictions on cross-border transaction documentation and regulatory compliance
- Advise on cross-border capital flows, OFAC compliance, international sanctions screening, and AML/KYC legal framework design in coordination with the Compliance function
What We Require
& What Sets You Apart
We have a high threshold for this role because the legal decisions made here have direct, enforceable consequences for institutional investors, project sponsors, and capital markets counterparties. The following qualifications are non-negotiable baselines — not aspirational targets.
What OTGM Capital
Offers in Return
We benchmark compensation against institutional finance and BigLaw standards — not startup norms. The structure is designed to attract professionals who could practice at a top-tier firm or in-house at a global institution and who choose OTGM Capital because the work, the scope, and the ownership opportunity are unmatched.
- Token equity participation — qualifying team members receive a structured allocation in the OTGM Capital equity tokenization program, subject to vesting schedule and milestone conditions. Direct economic participation in the platform you build.
- Remote-first flexibility — the role is remote-eligible with periodic travel to corporate headquarters in Houston (TX) and New York offices, Mexico City (Mexico), Tegucigalpa (Honduras), San Paulo (Brazil), Bogota (Colombia), and project jurisdictions for transaction execution and leadership meetings.
- Continuing legal education budget — annual allocation for bar compliance, legal conferences, digital asset law courses, and any credential that improves your institutional practice capability.
- Health & wellness — comprehensive health coverage for US-based team members; wellness stipend for international practitioners to access equivalent local coverage.
- Direct leadership exposure — this role reports to the CEO & Board of Directors and carries a clear pathway to General Counsel as the firm's AUM scales toward USD $100M and beyond.
- Institutional library access — full access to legal research platforms, precedent databases, and subscription legal intelligence services required for multi-jurisdictional practice.
The Platform You Will
Help Build
OTGM Capital Holdings Inc. is a financial infrastructure holding company incorporated under the laws of the State of Delaware, with operational headquarters in Houston Texas and principal market activity across Latin America, Mexico, and the United States. The holding operates through five integrated subsidiaries: strategic governance (OTGM Capital Holdings Inc. / Omega Traders Global Markets Inc.), capital vehicles (OTGM Master Fund LP, OTGM Advisers GP LLC, AssetsHold Trust LLC, SPVs), Waystar Traders LLC, proprietary technology infrastructure (Verdenova Technologies Inc. / SynVelX™ / NovaDC™), and market origination (Nexus Platform).
The firm currently manages a pipeline of over USD $1.7+ billion in identified real-world asset projects across infrastructure, real estate, energy, agribusiness, and digital infrastructure. Its capital raise program targets USD $25.5 million in structured tranches under Regulation D 506(c) and Regulation S, with a five-year AUM trajectory toward USD $1.4+ Billion by 2031.
OTGM Capital's institutional legal infrastructure is governed by the same standards expected of leading private equity firms, investment banks, and institutional asset managers. The Senior Legal Counsel will be joining at the precise moment when that infrastructure moves from foundational design to full operational deployment — with the opportunity to shape how it functions at scale.
OTGM Capital Holdings Inc. is an equal opportunity employer. We do not discriminate on the basis of race, color, national origin, gender, gender identity, sexual orientation, age, disability, religion, or any other characteristic protected by applicable law. All hiring decisions are based on qualifications, competence, and fit. We are committed to building a team that reflects the diversity of the 24+ markets we serve across Latin America and globally.