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The Securities and Exchange Commission (“SEC”) has issued a no-action letter to the Depository Trust Company (“DTC”) in connection with the registered clearing agency’s pilot blockchain-based securities tokenization program. A no-action letter is a document issued by the SEC in response to a request from an individual or entity seeking confirmation that their planned activities do not constitute a violation of federal securities laws. The DTC’s program enables the tokenization of entitlements to certain eligible securities held by investors through the DTC. Investors opting into the program are able to utilize pre-approved blockchains and registered wallets to hold their tokenized securities entitlements and transfer them among other program participants. The plan also permits “de-tokenization” whereby the tokenized entitlement is reverted to a standard book entry with the DTC. The SEC’s blessing for the plan represents a significant step towards moving markets “on-chain.”Continue Reading SEC No-Action Letter Paves Way for Tokenization of Securities

In a May 12, 2025 Keynote Address before the U.S. Securities and Exchange Commission (“SEC”) Crypto Task Force’s fourth industry roundtable on digital assets, newly-minted Chair Paul Atkins laid out a sweeping vision for modernizing the U.S. securities framework to accommodate blockchain-based assets. His remarks reflect a sharp departure from his predecessor’s enforcement-heavy stance and outline a more rules-based, innovation-oriented approach.Continue Reading Chairman Atkins Outlines SEC’s New Roadmap for Crypto Reform

The U.S. Securities and Exchange Commission (SEC) has launched a ‘Crypto Task Force’ page on its website, outlining the agency’s crypto regulatory agenda under the agency’s new leadership. This initiative follows the exit of former SEC Chair Gary Gensler under President Trump’s administration and signals a move away from the SEC’s previous enforcement-driven stance on cryptocurrency.Continue Reading SEC Launches Crypto Task Force Website to Bring Clarity to Crypto Regulation

On January 23, 2025, President Trump issued an executive order entitled “Strengthening American Leadership in Digital Financial Technology,” establishing his Administration’s policy “to support the responsible growth and use of digital assets, blockchain technology, and related technologies across all sectors of the economy” (the “EO”).Continue Reading President Trump Issues Executive Order on Crypto as SEC Signals Enforcement Shift

This year, the SEC has ramped up its enforcement efforts against digital asset marketplaces for selling non-fungible tokens (“NFTs”) (and other digital assets) the agency alleges are securities. In response, some potential targets for SEC enforcement have proactively sued the SEC, challenging its jurisdiction to regulate digital assets and/or seeking a declaration that the digital assets are not securities. Escalating tensions further, several private plaintiffs have also filed civil lawsuits against NFT issuers and/or marketplaces. The SEC continues to decline to issue regulatory guidance or engage in rulemaking on whether NFTs qualify as securities, instead focusing on selective enforcement actions against specific NFT projects and marketplaces. These developments underscore the regulation-by-enforcement approach that has characterized the SEC’s treatment of the crypto industry under the Biden administration. However, as we discuss below, 2025 may mark a turning point in the NFT regulatory landscape.Continue Reading NFT Legal Issues

The U.S. Securities and Exchange Commission (SEC) has taken a significant step in its regulatory scrutiny of blockchain gaming projects by issuing a Wells notice to CyberKongz, a prominent NFT gaming platform. This development underscores growing tensions between blockchain innovators and federal regulators over the intersection of NFTs, utility tokens, and securities laws. See here for our discussion on some previous SEC NFT enforcements.Continue Reading SEC Hits Blockchain Gaming Project with Wells Notice

The SEC has, in rapid fire, announced enforcements against two NFT projects for allegedly violating securities laws. The first action announced August 28, 2023 was against Impact Theory and the second action announced September 13, 2023 was against Stoner Cats. In both cases, two SEC Commissioners dissented. The SEC has taken these actions despite not first offering specific guidance on the applicability of securities law to NFTs. While these actions have come as a surprise to many in the NFT industry, we have been cautioning NFT projects about these issues for some time. And in our NFT Regulatory Issues – a 2022 Review and 2023 Preview, we commented:Continue Reading SEC Enforcements Against NFTs – Are You Next?

On August 28, 2023, the Securities and Exchange Commission (“SEC”) instituted cease-and-desist proceedings under Section 8A of the Securities Act against Impact Theory, a Los Angeles media and entertainment company, alleging that the company’s sale of non-fungible tokens (“NFTs”) violated the registration requirements under the Securities Act of 1933 (the “Act”). Continue Reading The SEC’s Sudden Impact on NFTs!

The Securities Exchange Commission (“SEC” or “Commission”) has taken action against Genesis Global Capital, LLC (“Genesis”) and Gemini Trust Company, LLC (“Gemini”) (collectively, “Defendants”) in a recently-filed complaint alleging that the crypto companies violated federal securities laws by engaging in the unregistered offer and sale of securities in the form of their “Gemini Earn Agreements.” In doing so, the Commission not only relied upon the mainstay Howey Test for determining whether an agreement is a security, but also summoned Howey’s lesser-known cousin, the Reves Test, notably leading with the latter in its complaint.Continue Reading SEC Showcases Lesser-Known Legal Theory in Crypto Lending Suit

We have previously posted about the SEC lawsuit against LBRY. In that post, we noted that while the crypto community is rightfully focused on the Ripple case to see how the SEC will fare in court on enforcements alleging cryptocurrency offerings are a security, a lesser-known case may provide clarity first. And today that came to be. The federal district court in the LBRY case granted summary judgment in favor of the SEC. In so ruling, the Court found no reasonable trier of fact could reject the SEC’s contention that LBRY offered LBC as a security, and LBRY does not have a triable defense that it lacked fair notice.
Continue Reading Federal Court Rules LBRY Offered Security and Rejects Arguments SEC Did Not Provide Fair Notice

We have previously addressed the recent indictment against Nathaniel Chastain, a former executive of a major NFT marketplace, for insider trading involving NFTs. The indictment charges Chastain with one count of wire fraud and one count of money laundering. It does not allege that the NFT is a security. It does not allege violation of the insider trading laws under securities law. Since then, as we have reported, that SEC has been investigating lack of insider trading policies for NFT/crypto exchanges.

Continue Reading NFT Insider Trading – Can There Be A Crime If It’s Not A Security?