United States

Regulation A+ offers a pathway to raise up to $75 million from non-accredited investors with SEC qualification. Understanding this framework helps token issuers reach broader investor bases. Reg A+ Structure Regulation A+ has two tiers: Tier 1 allows up to $20 million with state registration, while Tier 2 permits up to $75 million with federal…

Investment advisers holding crypto assets face specific custody rule requirements. Understanding these obligations is essential for advisers offering crypto investment services. Custody Rule Basics Rule 206(4)-2 under the Investment Advisers Act requires advisers with custody of client assets to maintain them with qualified custodians and undergo annual surprise examinations. Qualified Custodian Challenge Traditional qualified custodians…

The fair notice defense has emerged as a key argument in crypto enforcement cases, with defendants claiming the SEC failed to provide clear guidance before bringing charges. Understanding this defense helps evaluate litigation strategy. Constitutional Basis The fair notice defense derives from due process principles requiring that laws provide sufficient warning of prohibited conduct. Defendants…

Analyzing SEC enforcement patterns reveals priorities and risk areas for crypto companies. Understanding these trends helps compliance teams focus their resources effectively. Enforcement Volume SEC crypto enforcement actions have increased significantly since 2017, with peak activity following major market cycles. The Commission now has a dedicated Crypto Assets and Cyber Unit handling these cases. Common…

The SEC No-Action Letter process provides a pathway for crypto companies to obtain informal guidance before launching products. Understanding how to effectively request and interpret these letters can significantly reduce regulatory risk. What Is a No-Action Letter? A no-action letter is a written response from SEC staff stating they will not recommend enforcement action if…

Whistleblower programs have become powerful enforcement tools in the crypto industry. Understanding how these programs work helps both potential whistleblowers and companies seeking to manage whistleblower risk. SEC Whistleblower Program The SEC pays 10-30% of sanctions over $1 million to whistleblowers who provide original information leading to successful enforcement. Recent crypto-related awards have exceeded $100…

A Wells Notice from the SEC signals that enforcement staff has made a preliminary decision to recommend charges against your company. While alarming, this is not the end—it is your opportunity to present your defense before formal action is taken. What Is a Wells Notice? Named after SEC Chairman John Wells, a Wells Notice is…

The CFTC has withdrawn outdated digital asset guidance, creating regulatory uncertainty for crypto market participants.

[cryptolaw_takeaway]The CFTC regulates cryptocurrency derivatives including futures, options, and swaps under the Commodity Exchange Act. Platforms offering leveraged or margined crypto products to retail customers face registration requirements. The CFTC has brought significant enforcement actions against unregistered derivatives platforms including BitMEX and Binance.[/cryptolaw_takeaway] CFTC Derivatives Jurisdiction The Commodity Futures Trading Commission exercises exclusive jurisdiction over…

[cryptolaw_takeaway]Crypto lending platforms have faced significant regulatory enforcement, with the SEC, state regulators, and bankruptcy courts all finding yield-bearing crypto accounts constitute securities. The collapses of Celsius, Voyager, BlockFi, and Genesis demonstrate the risks of unregistered lending products. Platforms offering yield on crypto deposits should carefully evaluate securities law compliance.[/cryptolaw_takeaway] The Securities Law Analysis Crypto…

[cryptolaw_takeaway]Token classification as a security or non-security depends on economic substance, not labels. The SEC has emphasized that calling a token a utility token does not exempt it from securities laws if it functions as an investment contract. Key factors include functional utility at launch, marketing emphasis, development team involvement, and secondary market expectations.[/cryptolaw_takeaway] Why…