Partner · Corporate & Transactional
Sami Ahmed
Sami Ahmed is a corporate and securities lawyer and a partner at Showalter PLLC. He advises startups, growth companies, founders, investors, and boards on financings, mergers and acquisitions, commercial agreements, and securities regulation. He has particular experience with emerging technology, including digital assets and crypto, fintech, and artificial intelligence.
Sami has worked as a general counsel, a regulatory litigator, and a federal appellate clerk, so his advice accounts for how a deal will be negotiated, regulated, and challenged. As General Counsel of Republic Crypto, he led the legal function, supported significant capital raises and acquisitions, and sat on the board of INX, a regulated alternative trading system and broker-dealer.
Companies often retain Sami as outside general counsel. In that role he handles company formation, SAFE and priced equity financings, venture capital and private equity investments, equity compensation, commercial contracts, board and governance matters, and fund formation. He works directly with founders and executives.
For blockchain and crypto companies, Sami has structured token offerings under Regulation D and Regulation S, negotiated token loan and market-making agreements, and designed compliance strategies involving the SEC and the CFTC. He has also advised on money transmission questions, tokenization of real-world assets, and offshore fund and SPV structures.
Before becoming a general counsel, Sami practiced at Kellogg, Hansen, Todd, Figel & Frederick in Washington, D.C., where he was a member of the team defending Ripple Labs against the SEC’s enforcement action over XRP. At Kellogg Hansen he also built extensive regulatory experience, including representing Verizon in proceedings before the Federal Communications Commission, and worked on appellate and commercial litigation. He later practiced at PAG Law PLLC and founded TLX Law.
Sami is a Lecturer at the Wharton School of the University of Pennsylvania, where he designed and teaches a course on blockchain ventures and regulation and received the Wharton Teaching Excellence Award. He is the author of “Cryptocurrency & Robots: How To Tax and Pay Tax on Them,” published in the South Carolina Law Review in 2018, an early law review treatment of cryptocurrency taxation.
Sami speaks Arabic, French, Hindi, and Spanish, and advises clients on cross-border matters involving the Middle East and the Gulf region, drawing on his experience representing the Kingdom of Saudi Arabia in U.S. litigation.
Selected prior experience
The following matters were handled before Sami joined Showalter PLLC.
- Led the $60 million acquisition of INX, a regulated alternative trading system and broker-dealer, as General Counsel of Republic Crypto.
- Represented Ripple Labs in the SEC’s enforcement action over the regulatory status of XRP.
- Represented the Kingdom of Saudi Arabia in U.S. litigation.
- Represented the Baltimore Orioles in litigation over television and sports media rights.
- Represented Verizon in regulatory proceedings before the Federal Communications Commission.
- Defended companies and executives in SEC enforcement actions.
- Led legal strategy for a world champion athlete in a multimillion-dollar cross-border intellectual property dispute.
- Negotiated master token loan agreements between a token lender and several global market makers.
- Structured token offerings under Regulation D, Regulation CF, and Regulation S.
- Served as fractional general counsel to a technology company through its seed financing.
- Worked on Tom Brady’s legal team in the Deflategate litigation.
Practice areas
- Corporate and outside general counsel: company formation, governance, board matters, equity compensation, and day-to-day legal needs for startups and growth companies.
- Venture capital and private equity financings: SAFEs, convertible notes, priced equity rounds, and investor-side diligence.
- Mergers and acquisitions: acquisitions, sales, membership interest transfers, and strategic transactions.
- Securities law: private placements under Regulation D and Regulation S, disclosure and exemption analysis.
- Digital assets and crypto: token offerings, token loan and market-making agreements, tokenization of real-world assets, and exchange and custody arrangements.
- Fintech and financial regulation: SEC and CFTC compliance strategy, money transmission analysis, and broker-dealer and trading platform issues.
- Fund formation: investment funds, SPVs, and offshore structures.
- Commercial agreements: technology, services, licensing, and data agreements.
- Sports and media law: media rights disputes, athlete representation, and intellectual property and licensing matters for teams and athletes.
- Artificial intelligence and emerging technology: commercial and regulatory issues for AI and other new technology companies.
- Cross-border and Gulf region matters: transactions and structuring involving the Middle East.
- Education
- Yale Law SchoolYale Law School, J.D., top ~10 percentThe Wharton School, University of Pennsylvania, B.S., Economics (Finance), magna cum laude
- Clerkships
- Hon. Timothy M. Tymkovich, then Chief Judge, U.S. Court of Appeals for the Tenth Circuit
- Practice
- Corporate & Transactional
- Admissions
- California · U.S. Court of Appeals for the Tenth Circuit

