Unit of Risk Legal Advisors LLC

Unit of Risk Legal Advisors advises investors, sponsors, and emerging platforms on structured transactions and the entities built to hold them. The firm works both as substantive counsel and, on multi-firm deals, as a coordinating presence and single point of contact.

• Nevada business trusts under NRS Chapter 88A. Formation, governance, and compliance review. Chapter 88A gives Nevada a statutory business trust that can serve as a holding, financing, or special purpose vehicle, with no state income tax and strong statutory flexibility on trustee duties, direction, and series. We draft and review to it directly, including certificate and registered agent requirements, annual list obligations, statutory records, directed-trust provisions under NRS 88A.310, and the trustee liability standard under NRS 88A.390.
• Trustee-side representation. Compliance review of governing instruments for Nevada trust companies serving as directed or administrative trustee, including the interaction between Chapter 88A and Nevada's general trust law at Chapters 163, 164 and 165.
• Forward flow and warehouse arrangements. Forward flow purchase agreements, conduit vehicles, warehouse facility documentation, and alternative asset securitization structures, including REMIC and debt-for-tax frameworks.
• Special purpose vehicles. Entity selection and structuring for holding and financing vehicles, including Delaware statutory trusts and limited liability companies used in structured transactions. We advise on vehicle choice and governing documents, and coordinate with local counsel in other jurisdictions as needed.
• Concentrated and restricted asset positions. Structuring for holdings that carry transfer conditions or limited liquidity, including pre-IPO secondary arrangements, forward and economic interest agreements, and entity structures designed to hold restricted or contractually committed positions.
• Multi-party engagement management. Coordination across specialized outside counsel on credit facilities and alternative investment transactions, serving as the client's single point of contact and holding the through-line across workstreams.

Nevada is among the most favorable jurisdictions in the country for trust-based planning, with no state income tax, robust spendthrift protection, a defined seasoning period for self-settled trusts, and directed trust provisions that let a settlor separate investment authority from administration.

Unit of Risk Legal Advisors brings a distinctive perspective to this work. Founder John Netto spent two decades architecting risk structures for sophisticated investors and institutions, and that background, combined with J.D. and M.B.A. coursework in tax law, accounting, and financial reporting, translates directly into estate planning, because protecting what you have built is fundamentally a risk management exercise. 

• Nevada asset protection trusts. Self-settled spendthrift trusts under NRS Chapter 166. We work with clients on entity structure, funding, transfer sequencing, trustee selection, and the ongoing administration of the trust.
• Directed trusts. Separation of investment, distribution, and administrative authority under Nevada's directed trust provisions, including trust protector and adviser roles, and coordination with the institutional or family trustee who will administer the structure.
• Irrevocable life insurance trusts and grantor trusts. ILITs, intentionally defective grantor trusts, and related structures used in estate and gift tax exemption planning, drafted with attention to how the trust will actually be funded and administered over its life.
• Qualified small business stock planning. Trust structures for founders and early investors holding stock that may qualify under Section 1202, including non-grantor trust planning around the available exclusion. We work with clients on liquidity event planning, trust drafting, and funding, and support them through the process.
• Entity-layered structures. Coordinated trust and LLC architecture, where operating assets and real property sit in entities and the trust holds the membership interests rather than the property directly.
• Concentrated positions. Planning for founders, executives, and investors holding large single-name or restricted positions, where liquidity, transfer conditions, tax analysis and valuation inform the strategy.
• Foundational documents. Revocable living trusts, pour-over wills, powers of attorney, and healthcare and advance directives, drafted as part of a coherent plan rather than in isolation.

We work alongside tax counsel, accountants, insurance professionals, and financial advisors to support clients.

Home equity agreements give a homeowner cash today in exchange for a share of the property's future value. Structurally they are privately negotiated options on residential appreciation, originated at the homeowner level and financed at the institutional one.

Unit of Risk Legal Advisors supports clients from origination through securitization, across the full lifecycle of the product and the capital that funds it.

• Agreement structuring and drafting. Option and shared appreciation mechanics, valuation and appraisal provisions, exercise and settlement terms, maintenance and occupancy covenants, lien position, and the contingencies that determine how the arrangement performs across market conditions.
• Holding and financing vehicles. Entity selection and governing documents for the trusts and limited liability companies used to hold and finance HEA portfolios, including Nevada business trusts under NRS Chapter 88A and Delaware special purpose vehicles.
• Securitization. Structuring and documentation for the aggregation and financing of HEA portfolios, including transaction coordination across multi-firm deal teams and specialized outside counsel.
• Regulatory analysis. The state and federal questions that arise as this market develops, including how HEAs are characterized across jurisdictions and what that characterization means for disclosure, licensing, and enforceability.

Founder John Netto spent more than twenty years designing and trading option structures in global macro markets, including volatility strategies, complex spreads, and event-driven positioning. As the author of The Global Macro Edge and a former CTA and CPO who managed derivatives portfolios through event-risk cycles, he brings a practitioner's understanding of optionality, convexity, and incentive alignment to a product whose economics are fundamentally optional. That perspective informs how the firm approaches strike logic, valuation protections, timing provisions, and the alignment between what the documents say and how the position actually behaves.

Unit of Risk Legal Advisors represents clients in civil litigation, with particular depth in discovery-intensive matters and multi-party defense. The firm's work includes written discovery and responses, document production and privilege review, meet and confer correspondence, discovery motion practice, and coordination among multiple defendants and their counsel.

Founder John Netto served in chambers as a judicial extern to the Eighth Judicial District's Discovery Commission, which provides uncommon insight into how discovery disputes are actually evaluated. That perspective informs how the firm builds offensive and defensive discovery strategy under the Nevada Rules of Civil Procedure, and how it approaches the decision to press for compliance, seek relief, or protect a client's privacy.

The firm also brings a financial and accounting perspective to litigation where the underlying dispute turns on records, transactions, or damages analysis, drawing on Mr. Netto's two decades in financial markets and graduate coursework in accounting and financial reporting.

Unit of Risk Legal Advisors advises on the legal architecture surrounding prediction markets and event contracts, including matters involving Kalshi and other CFTC-designated contract markets. The firm's work spans contract structure and interpretation, regulatory analysis under the Commodity Exchange Act, pooled vehicle formation for event-contract strategies, and the state and federal questions that arise as this market develops.

Founder John Netto brings more than two decades in derivatives and market structure, including prior registration as a Series 3 futures professional, Commodity Trading Advisor, Commodity Pool Operator, Independent Introducing Broker, and NFA associated person, and current registration as an Investment Adviser Representative of an SEC-registered investment adviser.

Mr. Netto is available for media commentary and industry engagements.

Unit of Risk Legal Advisors advises traders, emerging managers, and investment platforms on the legal architecture around derivatives, market structure, and pooled investment vehicles. The firm assists clients with commodity pool and trading adviser formation, fund and management company structuring, partnership and management agreements, and intellectual property protection for proprietary strategies.

Founder John Netto brings more than twenty years designing macro trading frameworks, risk architecture, and event-driven strategies. He is currently a registered Investment Adviser Representative of an SEC-registered investment adviser, and has previously held registration as a

• Series 3 futures professional,
• Commodity Trading Advisor,
• Commodity Pool Operator,
• Independent Introducing Broker, and
• NFA associated person.

Mr. Netto has presented as a derivatives trader for the CME Group, Eurex, and ICE/NYSE, and was commissioned by Eurex to write a white paper on equity index spread trading (available upon request). Profiled in Jack Schwager’s “Unknown Market Wizards,” he offers uncommon insight into how trading decisions are made, how to measure and articulate alpha, and how to translate complex financial events into clear legal narratives.