By: Gayle Bowen and Hazel Doyle
ESMA finally published its long-awaited technical advice for the review of the EAD, which proposes changes to the existing UCITS framework (the Report).
Read MoreBy: Sarah V. Riddell and Vivian K. Bridges
On the heels of the House Financial Services Committee’s introduction of the CLARITY Act, Republican senators who serve on the Senate Banking Committee introduced their “Crypto Market Structure Principles” (the Principles) to establish a “baseline” for negotiating the Senate’s version of its market structure bill. Shortly after releasing the Principles, the Digital Assets Subcommittee of the Senate Banking Committee held a hearing on market structure.
Read MoreBy: Pablo J. Man and Ruth E. Delaney
With less than a day to go before the 12 June 2025 compliance date for the SEC and CFTC’s jointly adopted amendments to Form PF, the SEC, together with the CFTC, voted today to further extend the compliance date for the amended form to 1 October 2025.
Read MoreBy: Richard F. Kerr, Keri E. Riemer, and Caroline N. Roethlisberger
On 29 May 2025, the SEC’s Division of Corporation Finance (the Division) issued a guidance statement (Statement) related to certain protocol staking activities. The Statement addresses the impact of federal securities laws on staking of crypto assets on networks that use proof-of-stake (PoS) as a consensus mechanism (PoS Networks). Such activity is referred to as “Protocol Staking” and such assets, “Covered Crypto Assets.”
Specifically, the Division stated that (i) staking Covered Crypto Assets on a PoS Network; (ii) the activities undertaken by third parties involved in the Protocol Staking process (including third-party node operators, validators, custodians, delegates and nominators); and (iii) providing certain ancillary services related to Protocol Staking in the manner described in the Statement do not involve the offer and sale of securities within the meaning of Section 2(a)(1) of the Securities Act of 1933 (the Securities Act) or Section 3(a)(10) of the Securities Exchange Act of 1934 and, therefore, do not need to register under the Securities Act, or fall within an exemption from registration.
The Statement provides guidance solely with respect to Protocol Staking activities undertaken in connection with self (or solo) staking, self-custodial staking directly with a third party and through custodial arrangements. The Statement does not cover instances where a custodian selects whether, when, or how much of an owner’s crypto assets to stake.
With respect to ancillary services, the Statement provides that service providers—including custodians—may engage in activities that are ministerial or administrative in nature, including providing slashing coverage, early unbonding, alternate rewards payment schedule and amounts, and the aggregation of crypto assets.
The Statement follows recent guidance from the Division providing greater clarity on the application of the federal securities laws to digital assets, including an FAQ that addresses broker-dealer custody of digital assets.
By: Robert L. Sichel, Ruth E. Delaney, William P. Wade, and Lael R. Franco
The Department of Labor will engage in new rulemaking to replace Biden era regulations labeled “Prudence and Loyalty in Selecting Plan Investments and Exercising Shareholder Rights” that allowed plan fiduciaries may consider ESG factors when choosing ERISA retirement plan investments. The Department announced its intention in a filing to the Fifth Circuit Court of Appeals in connection with a legal challenge to the regulations.
Read MoreBy: Michael J. Stortz and Jake Bernstein
Earlier this month, two investors filed a putative class action challenging the deployment of third-party tracking tools—including the Meta Pixel, LinkedIn Insight Tag, and Google Analytics—on the website and mobile app of a major asset management firm.
Read MoreBy: Keri E. Riemer, Richard F. Kerr, and Caroline N. Roethlisberger
On 15 May 2025, the US Securities and Exchange Commission’s Division of Trading and Markets (Division) released Frequently Asked Questions (FAQs) clarifying how certain broker-dealer and transfer agency rules relate to crypto asset activities. On the same day, the Division and FINRA’s Office of General Counsel withdrew their 8 July 2019 Joint Statement on Broker-Dealer Custody of Digital Asset Securities.
Read MoreBy: Jessica D. Cohn, Robert H. McCarthy Jr., and Yonathan Y. Tewelde
Growing corporate and financial industry interest in Texas as a viable alternative to Delaware for incorporation is creating a trend, which is being called “Dexit.”
Read MoreBy: Cheryl L. Isaac, Richard F. Kerr, Sarah V. Riddell, and Keri E. Riemer
On 4 April 2025, the SEC’s Division of Corporation Finance (Division) issued a statement (Statement) providing that the offer and sale of certain “Covered Stablecoins” do not involve the offer and sale of securities within the meaning of federal securities laws. As such, persons involved in the process of offering, selling and redeeming Covered Stablecoins are not required to register those transactions with the SEC or rely on an exemption from registration.
Read MoreBy: Stacy L. Fuller, Kevin R. Gustafson, Richard F. Kerr, Jessica D. Cohn, and Christine Mikhael
On 31 January 2025, the Texas Stock Exchange LLC (TXSE) filed a registration statement with the US Securities and Exchange Commission (SEC) to operate as a fully electronic, national securities exchange.
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