Legal structure

Pipeline’s legal structure is designed around three principles. Each operates as a constraint on every other element of the architecture.

Design principles

Bankruptcy remoteness

Each financed trade is held in its own sub-trust. Collateral pledged to one trade cannot be reached by creditors of another trade, of the operating entity, or of Pipeline itself. A loss event in one sub-trust is structurally contained.

On-chain instructions as binding legal authority

The trust deed recognises authenticated on-chain protocol actions as binding instructions. The fiduciary trustee acts on those instructions as a matter of legal obligation, not discretion — closing the gap between protocol logic and legal effect.

Regulated fiduciary as operator

Capital movements are executed by a regulated trustee acting under the trust deed and applicable fiduciary duty, not by the Pipeline team. The operating counterparty that structures trades is a different entity from the one holding collateral; neither can unilaterally access senior capital.

Structure

A purpose trust sits at the centre, governed by a trust deed that recognises on-chain protocol actions as legally binding. Each financed trade is held in its own sub-trust, isolating its collateral from every other trade.

Two operating entities sit alongside the trust:

• The Trust Company (Cayman) — the regulated trustee managing funds and legal title to collateral on behalf of their beneficiaries.
• Trade Company (Cayman SPC) — the operating counterparty that structures each physical trade in a bankruptcy-remote cell and posts collateral into the sub-trusts.

This separation means the entity doing the trades is distinct from the entity holding the collateral.

Trustee role

“Trustee” across these docs refers to actions performed by The Trust Company under the trust deed. The Trustee:

• Manages legal title to pledged collateral (indirectly, through the sub-trust structure)
• Executes capital movements under authenticated on-chain instructions consistent with the trust deed
• Co-signs every yield mint alongside the Relayer (neither can mint alone)
• Manages the USD bank account that receives offtaker wires and instructs USD/USDC conversion
• Enforces collateral on default through the sub-trust mechanic

The Trustee acts under fiduciary duty to beneficiaries, not under instruction from the Pipeline team. Where on-chain instructions conflict with the trust deed, the Trustee declines to act.

What is not part of the legal structure

The Loan Originator and the Payment Agent are operational counterparties, not entities in the Pipeline legal structure. The Originator is a per-deal third party that contributes the equity tranche and stands as merchant of record on the underlying trade. The Payment Agent operates the fiat bridge (USDC/USD via Circle Mint) under contract.

Legal counsel

Reed Smith LLP — facility templates, English law, LCIA arbitration, and structuring counsel for the Trade Company. Carey Olsen — Cayman offshore counsel covering the purpose trust, the trust deed, The Trust Company, and the sub-trust framework.