Trade Claims Fund

Internal Legal Framework

Legal Underwriting Engine for Trade Claims

A systematic approach to legal diligence, risk assessment, and claim validation for tariff refund investments.

IEEPA Framework

Special Counsel Role

The Special Counsel – IEEPA Trade Claims & Legal Diligence is responsible for legal analysis, underwriting, and transaction support related to IEEPA-related tariff refund claims.

Core Responsibilities

  • Legal diligence on IEEPA Refund claims
  • Transaction structuring and documentation
  • Preparation of legal memoranda
  • Risk assessment to support investment decisions

Engagement Terms

Counsel acts as independent contractor providing legal analysis for acquisition, diligence, and monetization of IEEPA Refunds.

Legal analysis provided without guaranteeing outcomes.

Structure

Independent Counsel via Separate Entity

Counsel operates through their own law firm or PLLC/PC, engaged by the fund.

Entity Options

Their Own Law Firm

Established practice with existing infrastructure

PLLC / PC

Professional limited liability company or professional corporation

Engaged directly by the fund as outside counsel

Key Benefits

Cleaner Legally
Clear separation between fund and counsel
Stronger Optics
Professional structure investors expect
Preserves Independence
Maintains arm's length relationship
Easier Fee Justification
Standard outside counsel engagement

Operating Structure

Law Firm x MSO Model

Clean separation of legal practice and operational infrastructure. Total 3% fee split across two entities.

Law Firm

2%
0.5%
Upfront
1.5%
Backend

Scope of Control

Controls all legal decisions
Earns all legal fees

MSO

Management Services Organization

1%
0.5%
Upfront
0.5%
Backend

Services Provided

Back-office operations
Deal pipeline management
Marketing
Deal sourcing infrastructure
Office / systems / operations

Owned by fund principals

Total Fee:3%(1% upfront + 2% backend)

Process Overview

Claim Flow & Litigation Pathway

Each IEEPA Refund claim follows a structured pathway from identification through recovery.

1

Claim Identification

Source and acquire IEEPA refund claims

2

Legal Diligence

Underwriting by Special Counsel

3

Memo Issuance

Legal memorandum documenting analysis

4

Escalation

Litigation or administrative enforcement if required

5

Recovery

Monetization and distribution

Escalation Path

Where claims are denied, delayed, or disputed, they may be referred to specialized counsel, including Court of International Trade (CIT) litigators, for prosecution or enforcement.

Core Asset

Value of Legal Memos & Underwriting

The legal memorandum is a core underwriting tool serving multiple critical functions.

Investment Decision Support

  • Structured legal opinion on claim validity
  • Recovery likelihood assessment
  • Consistent deal evaluation across portfolio

Risk Mitigation

  • Identifies legal, regulatory, and timing risks
  • Reduces uncertainty in claim acquisition
  • Documents known issues and gaps

Litigation Readiness

  • Foundation for CIT escalation
  • Administrative proceedings support
  • Reduces duplication by litigation counsel

Investor Confidence

  • Demonstrates disciplined underwriting
  • Documented basis for decisions
  • Transparent audit trail

Portfolio Standardization

  • Enables repeatable diligence process across all deals
  • Supports scalability of the fund's strategy
  • Consistent documentation standards for LP reporting

Strategic Function

The Memo as Bridge

The legal memo serves as the critical bridge between acquisition and litigation.

Legal Theory
Documents the legal theory of recovery
Procedural Posture
Identifies posture and critical deadlines
Risk Identification
Highlights risks and evidentiary gaps
Litigation Framework
Provides litigation-ready framework for external counsel

From acquisition to litigation in one documented workflow

Career Development

Path to Court of International Trade

This engagement creates a strategic pathway to CIT admission through documented trade law experience.

Build a Body of Work

  • Analyze IEEPA refund claims
  • Write legal memos
  • Develop claim strategy

Creates real, documented legal experience in trade law

Justify Admission Purpose

"I am actively engaged in legal analysis and advisory work related to tariff refund claims that may require litigation or escalation before the Court of International Trade."

Credible, documented basis for admission application

Create Case Pipeline

Even without active litigation, some claims will:

  • Be denied
  • Stall administratively
  • Require escalation

Natural pathway to CIT involvement emerges

Key Strategic Move

Partner with CIT-Admitted Attorney

This is the most important step. Execute immediately.

Find 1-2 Attorneys Who:

Are admitted to the CIT
Handle customs / trade litigation

Structure

They act as litigation counsel

Counsel acts as diligence + pre-litigation legal lead

Why This Matters

1
Sponsor Admission
Many courts require or prefer a motion/sponsorship from an admitted attorney
2
Real Case Exposure
Help prepare cases, draft arguments, support filings - even if not lead counsel yet
3
Seamless Transition
Once admitted, take more active role and potentially co-counsel cases

Implementation

5-Step CIT Admission Plan

Practical roadmap from current engagement to full CIT admission.

1

Formalize the Role

In Progress

Special Counsel – IEEPA Claims. Document all work.

2

Build Deal File Library

Ongoing

For each deal: Legal memo, claim documentation, risk analysis. This becomes the counsel's portfolio of work.

3

Engage CIT Counsel

Next

Bring them into deal review (light touch) and escalation planning.

4

Apply for CIT Admission

Future

Once counsel has active involvement and a sponsor, submit application.

5

Use First Escalated Claim

Future

When a claim needs litigation: counsel supports, CIT attorney leads, counsel is on the case (if admitted or pending).

The Opportunity

Institutional-Grade Legal Validation

Each claim is underwritten through a formal legal diligence process led by licensed counsel, with written opinions supporting recovery probability.

$2M+

Total Refund Face Value

Fund 1 target portfolio

50%

Purchase Discount

Typical acquisition price point

6-24mo

Recovery Timeline

Expected refund processing

Section 1

Define Counsel Role

Legal validation and risk underwriting - the critical first step in building investor confidence.

Fund Counsel

Trade & Claims / Special Counsel - Customs & Tariff Recovery

  • Legal review of tariff refund claims
  • Validity of claim (statutory/regulatory basis)
  • Filing status (timely, complete, assignable)
  • Risks of denial or clawback analysis

Assignment Review

Diligence Counsel responsibilities

  • Review enforceability of claim assignment agreements
  • Validate refund purchase agreements
  • Confirm rights actually transfer to Fund
  • Produce legal memos for each deal

CIT Specialist Partnership

Fund Counsel = Lead diligence + fund counsel (drafts memo)
CIT Attorney = Technical reviewer / backup (reviews per deal)

Section 2

The Legal Memo

The backbone of investment committee decisions, LP confidence, and audit trail.

Legal Memo Template

Fund 1 - Tariff Refund Portfolio

1

Overview

  • •Total refund face value
  • •Purchase price & discount
  • •Sellers / claim holders
2

Legal Basis of Claims

  • •Section 301 / 232 / drawback / classification
  • •Relevant statutes & CBP rulings
3

Status of Claims

  • •Filed / Pending / Protest stage / Litigation
  • •Deadlines compliance
4

Assignability Analysis

  • •Refund rights legally assignable?
  • •Anti-assignment issues with CBP?
5

Risks

  • •Denial risk
  • •Timing risk (6-24 months)
  • •Documentation gaps
  • •Regulatory changes
6

Enforceability

  • •Fund ownership of proceeds
  • •Payment flow mechanics
7

Conclusion

  • •Recovery probability opinion
  • •Expected timeframe
  • •Investment recommendation

Section 3

Repeatable Deal Diligence System

A standardized pipeline that ensures consistency and reduces legal risk across all deals.

01

Intake

Claim details, documentation, and filing status collected

02

Legal Review

Checklist-based review by Fund Counsel

03

Memo Draft

Standardized legal opinion template

04

Risk Rating

Internal scoring system applied

05

Investment Decision

Capital deployment authorized

Section 4

Risk Rating Framework

Internal scoring system for deal risk grading and timeline expectations.

Low Risk

High confidence recovery. Clear statutory basis, complete documentation, no assignment issues. Expected timeline: 6-12 months.

Medium Risk

Moderate confidence recovery. Minor documentation gaps or complexity in claim structure. Expected timeline: 12-18 months.

High Risk

Lower confidence recovery. Regulatory uncertainty, litigation required, or assignment complexities. Expected timeline: 18-24+ months.

Section 5

Key Legal & Structural Issues

Critical checkpoints where deals can fail if ignored. These require airtight documentation.

Assignment Validity

Government claims can be tricky to assign

Airtight assignment language
CBP notification requirements

Control of Claim

Clarity on claim prosecution

Original importer vs fund vs attorney
Decision authority documented

Payment Flow

Clear path from CBP to Fund

Direct assignment structure
Escrow arrangements if needed

Seller Representations

Protect against bad claims

No double sale of claim
Accuracy of filings warranted

Clawback Risk

If refund is later challenged

Indemnification provisions
Reserve requirements

Section 6

Knowledge Gap Bridging

Targeted expertise areas for counsel development - not full customs law, but focused competency.

01

CBP Process

Customs and Border Protection procedures and requirements

02

Tariff Refund Mechanisms

Section 301 exclusions, duty drawbacks, protests (19 USC 1514)

03

CIT Basics

Court of International Trade fundamentals and procedures

04

Assignment Law

Assignment of claims and receivables legal framework

Action Plan

Immediate Next Steps

This week's priorities to operationalize the legal underwriting engine.

1

Define Role Formally

Draft engagement letter / internal role definition

2

Build Memo Template

Standardize the legal opinion document structure

3

Identify CIT Attorneys

1-2 specialists as reviewers initially

4

Pilot Fund 1

Run first portfolio through the system

5

Diligence Checklist

Turn process into a repeatable machine

Institutional-Grade Diligence for Trade Claim Investments

Each claim is underwritten through a formal legal diligence process led by licensed counsel, with written opinions supporting recovery probability.

Internal Use Only