Client Alerts & Publications

The Securities Exchange Commission and the Commodity Futures Trading Commission have jointly proposed amendments to Form PF, the confidential reporting form for certain SEC-registered investment advisers to private funds, including those also registered with the CFTC as a commodity pool operator or a commodity trading advisor. According to the Proposing Release, the Proposal would eliminate certain filing and reporting obligations, streamline certain requirements, and make corrections and other revisions, and is designed to eliminate certain burdens while ensuring Form PF continues to collect information necessary and appropriate in the public interest and for the protection of investors, or for the assessment of systemic risk in the US financial system by the Financial Stability Oversight Council.

The GENIUS Act is defining how payment stablecoins are issued, regulated, and supervised in the United States. Understanding this evolving framework is critical for banks, fintechs, and other market participants navigating the digital assets landscape. Our rulemaking and reporting tracker is designed to help follow what’s coming, which agency is issuing rules, and when rules take effect.

Chapman partner Marc Franson authored an article published by Law360, examining the growing trend of state opt-outs from DIDMCA and the resulting uncertainty for lenders over rate exportation and where a loan is “made.”

Read the latest edition of On-Chain Spotlight for key regulatory, market, and litigation developments shaping the Blockchain and digital assets industry.

Read the latest edition of On-Chain Spotlight for key regulatory, market, and litigation developments shaping the Blockchain and digital assets industry.

Read the latest edition of On-Chain Spotlight for key regulatory, market, and litigation developments shaping the Blockchain and digital assets industry.

Read the latest edition of On-Chain Spotlight for key regulatory, market, and litigation developments shaping the Blockchain and digital assets industry.

On April 13, 2026, the Staff of the SEC’s Division of Trading and Markets issued a statement (“Statement”) setting out its views on when a person that creates, offers, and/or operates certain user interfaces used to prepare transactions in crypto asset securities (a “Covered User Interface Provider”) may do so without registering as a broker-dealer under Section 15(a) of the Securities Exchange Act of 1934. The Statement is the latest in a series of federal regulatory developments aimed at reconciling crypto industry practices within the existing securities and derivatives regulatory framework, following the SEC and CFTC’s joint guidance on the status of certain crypto assets and the CFTC’s recent no-action relief for a crypto wallet technology vendor. Commissioner Hester M. Peirce issued a separate statement commending the Staff but calling for a more permanent approach.

Read the latest edition of On-Chain Spotlight for key regulatory, market, and litigation developments shaping the Blockchain and digital assets industry.

Our March 31, 2026, Client Alert described the ERBA NPR and SA NPR issued by the federal banking agencies on March 19, 2026. In that Alert, we indicated we would issue a separate Client Alert describing in more detail how the Standardized Approach “risk weights” in Section 32 and “credit conversion factors” (CCFs) in Section 33 of the US Basel III rule would be amended by the proposals in the SA NPR and how those would differ from the risk weights and CCFs proposed in the ERBA NPR (which would be contained in proposed new Sections 111 and 112 of the US Basel III rule). This Alert provides that description and is intended to be read in conjunction with the earlier Client Alert, which provides the background, and defined terms, for this supplementary Client Alert.

Read the latest edition of On-Chain Spotlight for key regulatory, market, and litigation developments shaping the Blockchain and digital assets industry.

On March 30, 2026, the Department of Labor proposed a rule that would clarify how fiduciaries satisfy their fiduciary duties when selecting designated investment alternatives for participant-directed individual account plans (e.g., 401(k) plans) as well as asset allocation funds that include investments in alternative assets.

Today, the Tenth Circuit Court of Appeals issued an Order granting a motion for rehearing en banc by the entire Tenth Circuit. This relates to the challenge by three trade associations to the action of the Colorado legislature opting out of federal interest rate preemption applicable to state banks for loans made in Colorado.

Our March 25, 2026 Client Alert “Federal Banking Agencies Issue Revised Basel III Endgame Notices of Proposed Rulemaking and Proposed Amendments to Existing Standardized Approach” described that the three federal banking agencies jointly issued two “notices of proposed rulemaking” captioned “Regulatory Capital Rule: Category I and II Banking Organizations, Banking Organizations With Significant Trading Activity, and Optional Adoption for Other Banking Organizations” and “Regulatory Capital Rules: Regulatory Capital and Standardized Approach for Risk-weighted Assets."

Read the latest edition of On-Chain Spotlight for key regulatory, market, and litigation developments shaping the Blockchain and digital assets industry.

Read the latest edition of On-Chain Spotlight for key regulatory, market, and litigation developments shaping the Blockchain and digital assets industry.

On March 19, 2026, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Office of the Comptroller of the Currency issued for comment joint Notices of Proposed Rulemaking proposing changes to the US bank capital regulations. The NPRs propose several changes to the regulations for determining required capital for bank securitization exposures and additional changes that will impact securitization exposure capital charges. While the proposed changes impact banks originating both traditional and synthetic securitizations of their own assets, and securitization exposures in the form of derivatives, and provide a new method for determining the risk weights of exposures to non-performing loan securitizations, this Client Alert focuses on the impact of the proposed rules on banks investing in securitization transactions (other than NPL securitizations), both by buying asset-backed securities with the intent to hold such securities and by providing financing of securitizations by making loans or entering into asset purchase facilities, either directly or through credit and liquidity facilities provided to asset-backed commercial paper conduits.

On March 19, 2026, the three federal banking agencies jointly issued two separate “notices of proposed rulemaking” proposing a revised “expanded risk-based” approach to replace the ERBA proposed in 2023 and amendments to the existing “standardized approach” in the US Basel III rule to reduce risk weights for some exposures, eliminate certain capital deductions, and make other changes to the SA.

The Financial Crimes Enforcement Network (FinCEN) has issued a Consent Order (“Order”) imposing an $80 million civil money penalty against Canaccord Genuity LLC (“Canaccord” or the “Firm”) for willful violations of the Bank Secrecy Act (BSA) and its implementing regulations.

On March 17, 2026, the Securities and Exchange Commission (the “Commission”), joined by the Commodity Futures Trading Commission (the “CFTC”), issued a comprehensive interpretive release (the “Interpretation”) that provides long-awaited clarity on the application of federal securities laws to crypto assets.

Chapman senior counsel Judy Chen authored an article published in the Consumer Finance Law Quarterly Report (2025 Volume 78 No. 4), offering an in-depth look at the comprehensive federal regulatory regime for payment stablecoins enacted last year.

On March 5, 2026, the Oregon legislature passed House Bill 4116 (“HB 4116”) providing for an opt-out of federal law applicable to state banks allowing them to export the interest rates and fees of their home state to other states for loans “made” in Oregon. The action follows the recent Tenth Circuit decision related to the Colorado legislature’s opt-out legislation. The law does not affect national banks. Where a loan is made remains uncertain in light of the Tenth Circuit decision.

On February 25, 2026, the Office of the Comptroller of the Currency (“OCC”) issued a Notice of Proposed Rulemaking (the “NPR”) to implement the Guiding and Establishing National Innovation for US Stablecoins Act (the “GENIUS Act”), setting out proposed regulations for the issuance of and activities related to payment stablecoins by entities under the OCC’s jurisdiction. The NPR covers areas of required rulemaking by the OCC under the GENIUS Act and seeks comments on over 200 questions during a 60-day comment window ending on May 1, 2026. Each area of the NPR warrants in-depth analysis, but we highlight key provisions and encourage submission of comments to the OCC to address areas of strategic importance.

Chapman partners Juan Arciniegas, Curtis Doty, Peter Hong, and Morrison Warren co-authored an article published by Thomson Reuters / Practical Law, providing essential guidance on the rapidly evolving landscape of cryptocurrency. As digital assets continue their march into mainstream finance, a new generation of investment products is reshaping how institutions and individuals gain exposure. Navigating this space requires understanding critical distinctions that carry real consequences for performance, costs, and compliance.

The Connecticut Property Transfer Act (CPTA) is set to sunset on March 1, 2026. It will be replaced by Release-Based Cleanup Regulations (RBCRs).

On February 17, 2026, the CFTC filed an amicus brief in North American Derivatives Exchange, Inc. et al v. The State of Nevada on relation of the Nevada Gaming Control Board et al., asserting its exclusive jurisdiction over event contract markets (a.k.a., prediction markets).

Last week, the United States Environmental Protection Agency (EPA) rescinded its long-standing Greenhouse Gas Endangerment Finding and subsequent federal greenhouse gas emission standards for cars and trucks. The rescission lifts existing obligations on automobile manufacturers with respect to the measurement, control, and reporting of greenhouse gas emissions. It does not explicitly change greenhouse gas emission requirements applicable to other regulated sources such as power plants and oil and gas facilities. However, the rescission establishes a basis for rescinding greenhouse gas emission standards from such sources at a future date.

In a decision with significant implications for any non-lawyer who uses artificial intelligence tools to research or analyze legal matters, Judge Rakoff of the United States District Court for the Southern District of New York, in United States of America v. Heppner, 25-cr-00503-JSR, ruled on February 10, 2026 that documents generated through a public AI platform were not protected by the attorney-client privilege or the work product doctrine. Specifically, the Court granted the Government's motion to access documents that defendant Bradley Heppner created using the AI tool Claude before his arrest on federal fraud charges.

On January 28, 2026, the SEC Staff (the “Staff”) from the Division of Corporation Finance, the Division of Investment Management, and the Division of Trading and Markets issued a joint statement on tokenized securities. The statement builds upon and expands Commissioner Peirce’s July 2025 remarks, “Enchanting, but Not Magical,” emphasizing that innovations in tokenization should be approached as a process of regulated evolution. The statement provides the Staff’s views on tokenized versions of securities that are issued as crypto-assets and recorded on a distributed ledger technology (DLT), such as a blockchain network.

Over the past several years, out-of-court Liability Management Exercises (“LMEs”) have been utilized by struggling companies to mitigate financial distress, often by “uptiering” debt in order to gain access to augmented liquidity or to extend maturity runways. In a number of these situations, debtors have taken advantage of loose basket capacity and favorable non-pro rata and/or amendment provisions in credit agreements and indentures to subordinate older, existing credit facilities as well as a host of other disadvantages for non-participating minority lenders. This hostile dynamic has led to a number of protracted legal battles in the courtroom, including one commonly referred to as “Incora” – a contentious uptiering LME that has dominated lending headlines in recent years.

New OBBB provisions may shift how charitable deductions work in 2026 and beyond. This video explains the changes and outlines practical actions individuals can take to safeguard wealth and strengthen future charitable planning.

Read our synopsis of key regulatory, market, and litigation developments shaping the blockchain and digital assets industry.

On December 8, 2025, the Market Participants Division, Division of Market Oversight, and Division of Clearing and Risk (collectively, “Divisions”) of the Commodity Futures Trading Commission (“CFTC”) issued guidance on the use of tokenized assets as collateral in the trading of futures and swaps. The Guidance follows a September 2025 request for comment on the use of tokenized collateral in derivatives markets, including on the recommendations made in a November 2024 report of the CFTC’s Global Markets Advisory Committee (“GMAC”).

Consistent with the GMAC’s recommendations, the Guidance acknowledges that CFTC regulations do not require any particular technology or operational infrastructure to transfer or hold eligible collateral, stating instead that “assets retain their margin eligibility so long as they satisfy applicable regulatory requirements”. The Guidance largely reiterates existing regulations without adding tokenization-specific standards. Nonetheless, the Guidance is significant because it reflects the Divisions’ concurrence with the GMAC’s conclusion that no changes to CFTC regulations are needed, and it identifies areas where
risk-focused analysis is expected.

This bulletin highlights certain key points in the Guidance, focusing on issues raised by the unique attributes of tokenization and considerations relevant to swap dealers subject to CFTC uncleared margin regulations.

On November 25, 2025, the federal banking agencies (agencies) adopted a final rule that implements in almost unchanged form all the changes described in our July 10, 2025, Client Alert titled “Federal Banking Agencies Propose Reduction in “Enhanced Supplementary Leverage Ratio” Requirements for US GSIBs and Corresponding Reductions in TLAC and LTD Requirements.”

On November 18, 2025, the Ninth Circuit Court of Appeals temporarily enjoined enforcement of California’s Climate-Related Financial Risk Act, Senate Bill 261 (SB 261) just as companies are preparing to meet the law’s first disclosure deadline on January 1, 2026. SB 261, which was challenged in court by the United States Chamber of Commerce (the Chamber) and other business groups, requires that certain United States-based entities with annual revenues over $500 million doing business in California publicly disclose their climate-related financial risks and mitigation measures.

Chapman wrote the book on the marketplace lending regulatory landscape that the entire industry has come to rely upon. First published in 2013, the 2025 update covers a vast array of topics including recent federal, state, and litigation developments and a new section on digital assets, highlighting blockchain, stablecoin legislation, and potential impacts on the marketplace lending industry. This edition reflects post-election regulatory shifts, ongoing true lender litigation, and new challenges for products such as Buy Now Pay Later and Earned Wage Access. 

On November 10, 2025, the IRS issued Revenue Procedure 2025-31, providing formal guidance addressing how trusts that qualify as investment trusts under Treas. Reg. § 301.7701-4(c) and grantor trusts for Federal income tax purposes can engage in digital asset staking without jeopardizing their favorable tax treatment. This guidance clarifies the conditions under which staking activities may be conducted while maintaining classification as both an investment trust and a grantor trust. The procedure establishes a safe harbor with detailed structural and operational requirements for eligible trusts, providing greater certainty for trustees and beneficiaries navigating digital asset investments. In particular, the safe harbor provides sponsors of trusts operating as crypto asset exchange-traded products (“ETPs”) a grantor trust compliant path to timely meet redemption requests in circumstances when the “unstaking” of a staked digital asset takes longer than the trust’s normal T+1 settlement cycle for redemptions.

On November 10, 2025, the United States Court of Appeals for the Tenth Circuit issued the long-awaited decision on Colorado’s Depository Institutions Deregulation and Monetary Control Act of 1980 (DIDMCA) opt-out legislation. In 2023, Colorado enacted H.B. 23‑1229 to opt out of DIDMCA §§ 521–523. These provisions provide parity with national banks and allow state-chartered banks to charge interest as allowed in the state they are located and preempt conflicting state laws allowing exporting of those rates to other states. But Section 525 of DIDMCA allowed states to opt out of this federal preemption. Only Iowa and Puerto Rico have opted out until Colorado’s enactment which the state asserts would limit interest rate charges from out-of-state state-chartered banks to borrowers in Colorado. The law does not apply to national banks which may export their rates and fees nationwide without any state opt out rights.

The statute’s opt out provision is tied to loans made in the opt out state – which until now has not been interpreted by a court. 

On September 17, 2025, the New York Department of Financial Services (the “NYDFS”) issued guidance to all New York Banking Organizations (“2025 Guidance”) recommending that they consider leveraging blockchain analytics tools to enhance their compliance programs and risk frameworks if they are engaged in, or contemplating engaging in, virtual currency-related activity (“VCRA”).¹ This 2025 Guidance marks a significant expansion, as it now applies NYDFS blockchain analytics expectations to all New York Banking Organizations,² not just BitLicense holders and limited purpose trust companies (together, “VCEs”). This reflects the regulator’s recognition of banks’ increasing involvement in and exposure to VCRA.

On September 4, 2025, the Securities and Exchange Commission (the “Commission”) released its Spring 2025 Unified Agenda of Regulatory and Deregulatory Actions (the “2025 Agenda”), which outlines the Commission’s upcoming planned regulatory actions.  Chairman Atkins announced the 2025 Agenda by stating: “it is a new day at the [Commission] focus[ed] on supporting innovation, capital formation, market efficiency, and investor protection.”

According to recent IRS guidance, Tax Credit Seekers Have Until September 30, 2025, to "Acquire" Vehicles through a Binding Written Contract and either a nominal downpayment or a trade-In, to obtain a Section 45W Clean Commercial Vehicle Tax Credit.

On August 6, 2025, the Securities and Exchange Commission's Division of Trading and Markets
(the “Division”) issued responses to Frequently Asked Questions (“FAQs”) regarding rule amendments to Rule 15c3-3a under the Securities Exchange Act of 1934 (the “Customer Protection Rule amendments”) related to the reserve calculations for clearing US Treasury securities (“Treasury Securities”). The Division’s FAQs provide guidance for broker-dealers as they prepare for the approaching compliance dates of December 31, 2026, and June 30, 2027, for mandatory central clearing of cash and repo transactions, respectively, in Treasury Securities.

IRS Notice 2025-42 provides that wind and solar facilities that start construction on or after September 2, 2025 may not rely on the 5% Safe Harbor to establish the beginning of construction date in determining whether an applicable wind or solar facility is subject to the accelerated placed-in-service requirement of Section 45Y and 48E tax credits under the One Big Beautiful Bill Act, enacted on July 4, 2025 (the “OBBBA”). In addition, Notice 2025-42 provides an exception for “Low Output Solar Facilities” to continue to use the 5% Safe Harbor.

Elimination of the 5% Safe Harbor is most likely to affect wind and solar facilities that are not already subject to binding construction and procurement contracts, as developers of those facilities will be scrambling in the next few months to complete design, funding and other development work so that they can execute construction and procurement contracts and commence physical work as soon as possible and by July 4, 2026.

On July 30, 2025, Cboe BZX Exchange, Inc., NYSE Arca, Inc. and the Nasdaq Stock Market LLC (collectively, the “Exchanges”) each filed a proposed rule change with the Securities and Exchange Commission (the “Commission”) to amend their respective listing rules to include generic listing standards for shares of certain commodity-based exchange-traded products (“Commodity ETPs”) that satisfy specific requirements.

If adopted, a Commodity ETP meeting the requirements of the generic listing standards would be eligible for listing on an Exchange without the need to submit a separate Rule 19b-4 application to the Commission. This change would streamline the listing process and broaden the range of eligible products, including those that have previously experienced resistance and delays in approval by the Commission, such as Commodity ETPs holding crypto assets (“Crypto ETPs”).

In a flurry of pre-recess activity, Congress recently made headway on two pieces of legislation with significant impacts for the digital asset industry, the Guiding and Establishing National Innovation for US Stablecoins Act (the “GENIUS Act”), which passed both chambers of Congress and was signed into law by the President on July 18, 2025, and the Digital Asset Market Clarity Act of 2025 (the “CLARITY Act”), which has thus far only passed the House but builds upon components of earlier legislative efforts in both the House and Senate. Alongside, the House also passed the Anti-CBDC Surveillance State Act, which prohibits the Federal Reserve from issuing a central bank digital currency, part of the President’s directives in Executive Order 14067. Separately, the federal banking regulators released joint guidance to their respective federally chartered institutions on how to engage in safekeeping of crypto assets.

These developments include codification of many industry best practices and signals the intention of this Congress and administration to establish legal predictability and comfort for crypto and digital asset industry participants as well as their closely adjacent traditional banking and financial services partners.

On July 4, 2025, President Trump signed the One Big Beautiful Bill (“OBBB”) into law. Under the OBBB, there is still a window of opportunity for solar and wind projects to receive tax credits under Sections 45Y and 48E and for projects to avoid complex provisions relating to restricted foreign entities.

Below is a summary of OBBB’s impact on these and certain other tax credits. Beginning construction as soon as possible for these projects may be critical for receipt of the tax credit.

On June 27, 2025, the three federal banking agencies released a notice of proposed rulemaking (NPR) that would “reduce the calibration” of the minimum enhanced supplementary leverage ratio (eSLR) requirement that applies to US GSIBs and their bank (insured depository institution) subsidiaries. The NPR is available here.

The licensing regime in Nevada for consumer lenders and in particular for internet-based programs has been complicated and confusing. The situation is being clarified by recent legislation.

On May 28, 2025, Nevada Governor Joe Lombardo signed Senate Bill 437 (“SB 437”), which makes key changes for qualifying “Internet consumer lenders” under the Nevada Installment Loan and Finance Act.

On May 28, 2025, Texas Governor Greg Abbott signed House Bill 21/Senate Bill 867 into law (the “Act”), which amends Chapter 394 of the Texas Local Government Code, the Texas Housing Finance Corporations Act (the “HFC Statute”). The Act is effective immediately, although specific provisions provide additional time for compliance. 

Key provisions of the Act are summarized below. Chapman will issue further alerts detailing certain provisions and will continue to work with our industry colleagues to provide additional guidance and training materials.