Overview

Chapman is at the vanguard of the emerging cryptocurrency, digital asset, and blockchain industry. Our attorneys have an unparalleled command of the unique and complex issues surrounding investments and other transactions in this emerging asset class.

Chapman's century of experience as a law firm focused on finance uniquely positions our firm to provide clients with comprehensive advice and deep insight into the developing ecosystem of cryptocurrency, digital assets, and blockchain technology. We understand the evolving needs of the participants in this space and combine creative legal acumen with business and market insight. As this space has matured, so have the diversity, breadth, and depth of our representation.

Chapman attorneys advise clients across legal products, including regulatory, corporate, investment management, tax, and litigation matters, and across borders on multi-jurisdictional mandates. We also maintain close relationships with leading trade organizations, such as the Chamber of Digital Commerce, that represent the industry before regulatory bodies and local and federal governmental bodies, including the US Congress and Securities and Exchange Commission.

Fund Formation and Investing

  • Formation and structuring of ETFs and other 1940 Act-registered investment fund structures, including preparing registration statements and facilitating SEC review process

  • Organization of private investment funds, including hedge funds and venture funds

  • Preparation of private fund documents such as private placement memorandums, limited partnership agreements, trust agreements, escrow agreements, subscription booklets, and investment management agreements

  • Advising on 19b-4 exchange listing applications for publicly traded digital asset investment funds

  • Negotiating side letters with private fund investors and arrangements with administrators and other service providers

  • Negotiating cryptocurrency custody agreements and derivatives trading documentation
  • Advising institutional investors on due diligence considerations associated with investments in private funds investing in digital assets
  • Guidance through evolving regulatory and enforcement landscape, including proceedings and investigations involving federal and state regulatory and law enforcement authorities (Department of Justice, Securities and Exchange Commission (SEC), Commodity Futures Trading Commission (CFTC), and various self regulatory organizations, including FINRA, NFA, and national securities exchanges)
  • Risk management and compliance guidance regarding custody, AML, MNPI, registration, and other digital asset enforcement priorities, including developing bespoke compliance manuals, policies, and procedures

SEC, CFTC, and Other Regulations

  • Counseling on SEC, CFTC, and other regulations applicable to asset managers, issuers of virtual currencies and tokens, foundations, DAOs, and other entities operating in the crypto and blockchain space
  • Analysis of whether coins, tokens and other digital assets may be classified as securities or commodities, and the implications of any applicable regulatory frameworks
  • Advising on issues related to both centrally cleared and over-the-counter cryptocurrency derivatives
  • Considerations related to the formation of DAOs, initial coin offerings and other token disbursement programs

Tax Planning and Structuring

  • Evaluating the treatment of cryptocurrencies and derivatives on cryptocurrencies under rules applicable to repurchase and lending transactions, straddles, wash sales, constructive sales, mandatory and elective mark- to-market recognition of gains and losses
  • Evaluating tax consequences of cryptocurrency investments to different taxpayers in light of IRS guidance that cryptocurrencies are "property" and applicable tax treatment of air drops, staking, lending, other DeFi activities, including grantor trust and publicly traded partnership issues
  • Determining whether a fund is engaged in a US-trade or business and evaluating the application of safe harbor rules to various cryptocurrencies

Corporate and M&A Practice

  • Advising clients on public market mergers and acquisitions with and of crypto and blockchain companies
  • Guidance on infrastructure partnership and commercial arrangements with organizations that mint and issue digital assets
  • Assistance with entity formation, financings, and joint ventures for companies creating and developing digital assets
  • Advising on the integration of digital assets into advertising, marketing, and other consumer-facing activities and related legal considerations


Transaction Highlights

  • Representing the first to market spot litecoin and hedera ETFs
  • Representing the first to market solana staking ETF
  • Representing three of the first to market spot bitcoin ETFs
  • Representing the first to market blockchain ETF
  • Representing the second to market bitcoin futures ETF
  • Advise 1933 Act exchange-traded products on new and novel structures to advance digital asset strategies
  • Represented the sponsors of privately offered single- and multi-digital asset trusts that offer exposure to various cryptocurrencies, including Bitcoin (BTC), Ethereum (ETH), Polkadot (DOT), Avalanche (AVA), TRON (TRX), Algorand (ALGO), and HBAR, among others, as well as those pursuing a "staking" strategy
  • Advise privately offered trusts holding cryptocurrencies and other digital assets seeking to "uplist" their shares to OTCQX
  • Advise registered investment advisers offering private funds that engage in stablecoin lending to large cryptocurrency exchanges
  • Co-counsel to an institutional cryptocurrency wallet and custody platform in the sale of its institutional bitcoin custody business
  • Represented a financial services firm that serves as a third-party key agent for digital asset/crypto-collateralized loans, including bitcoin- and ether-backed loans, originated by a decentralized platform operated by a financial technology company
  • Represented a cryptocurrency firm in establishing a lending program based upon and backed by cryptocurrency accounts
  • Represented digital asset custodians on regulatory and contract matters
  • Represented a member of a stablecoin consortium project on regulatory and contractual matters
  • Represented sponsors and advisers of registered and private investment vehicles on formation, securities law, and commodities issues, as well as ongoing compliance and best practices
  • Represented digital asset lending platforms on regulatory matters
  • Represented participants on a blockchain-based loan purchase platform
  • Advised a servicing agent on regulatory and contract issues relating to participating in a digital asset lending platform
  • Advised a data platform on regulatory and operational issues

Concentrations

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Cryptocurrency, Digital Assets, and Blockchain Updates

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News and Events

September 8, 2026

On-Chain Spotlight

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

Regulatory Developments

  • September 3: The OCC preliminarily approved charter applications from digital banks Revolut and OpenReserve, allowing them to establish national banks in the US with a focus on digital asset custody and stablecoin services. The banks will operate without physical branches and must meet additional requirements before opening, reflecting the regulator’s continued expansion of fintech and crypto banking approvals – read the Revolut press release here and the OpenReserve press release here.

  • September 2: Wyoming is deepening its partnership with Chainlink by adopting Proof of Reserve for near-real-time, on-chain verification of the reserves backing its state-issued Frontier Stable Token (FRNT), building on its recent migration to Chainlink's cross-chain protocol and setting a new transparency benchmark for public-sector digital assets – read the announcement here.

  • September 1: G20 finance ministers and central bank governors committed to advancing clear regulatory frameworks for digital assets and stablecoins, affirming that digital financial innovation can support broad-based economic growth while pledging to preserve financial stability and address cross-border challenges – read the statement here.

  • September 1: The SEC scheduled a September 17 roundtable to examine 24-hour trading in US securities markets and, separately, proposed modernized transfer agent rules that would accommodate blockchain recordkeeping while adding operational controls and opening a 60-day public comment period – read the SEC’s announcement here.

  • August 28: The OCC sent the White House Office of Management and Budget a nonpublic final rule that would establish licensing, activity limits, and prudential standards for OCC-supervised payment stablecoin issuers under the GENIUS Act. Comptroller Jonathan Gould indicated that the agency aims to issue the rule by November and be ready to process applications by January – read the story here and the regulatory status here.

Market Developments

  • September 3: SoFi has partnered with Payward to integrate SoFi's banking and payments infrastructure with Kraken's trading platform, enabling 24/7 USD settlement, listing SoFiUSD stablecoin, and providing clients with expanded access to digital asset liquidity and custody – read the press release here.
  • September 2: Citi successfully processed live institutional transactions on Swift’s blockchain-based ledger, partnering with First Abu Dhabi Bank and OCBC, to enable always-on, cross-currency payments and settlements beyond traditional banking hours – read the press release here.
  • September 1: Ethena launched “Ethena Pay,” a consumer-focused neobank-style app that combines stablecoin-based dollar savings, card spending, transfers, and fiat onramps, with payments and settlement handled on Avalanche and initial access limited to a small early-user beta – read the announcement here.
  • September 1: A consortium of 21 major banks, including Citi, Goldman Sachs, Bank of America, and UBS, plans to issue a US dollar stablecoin in the first half of 2027, a timeline tied to the GENIUS Act effective January 18, 2027 – read the press release here.
  • September 1: Binance will offer physically settled options on more than 1,000 US stocks and ETFs for non-US users through its Abu Dhabi-regulated broker-dealer Nest Trading with execution and custody handled by US-registered Alpaca Securities – read the announcement here.
  • August 31: NYSE:ICE (“ICE”) and tZERO announced a memorandum of understanding under which tZERO will act as a design partner for digital transfer agent and broker-dealer infrastructure to support on-chain settlement on ICE’s upcoming NYSE-affiliated tokenized securities platform. This occurred in tandem with an ICE investment in tZERO and tZERO granting ICE a license to tZERO’s blockchain patent portfolio – read the press release here.
  • August 31: Hyperliquid Labs is pursuing a partnership with Kraken parent Payward to offer US-registered users access to certain crypto perpetual futures tied to Hyperliquid markets, with Payward having reportedly presented a proposed structure to the CFTC, but final regulatory approval is still pending. The White House and CFTC leadership have publicly supported efforts to bring Hyperliquid onshore in the US – read the story here and here.
  • August 27: Bybit said it will launch “Perp Options,” which serve as options contracts on stock perpetuals, enabling 24/7 trading in USDT-settled options on SpaceX and NVIDIA beginning Sept. 17, 2026 – read the announcement here.

Litigation, Enforcement, and Examination Developments

  • September 6: A federal judge allowed investors' securities manipulation claims against Jump Trading to proceed, alleging Jump Trading propped up and misled investors about Terraform Labs' stablecoin project prior to its collapse. The court reaffirmed Terraform’s stablecoins as securities and found that Jump’s public statements about stability could plausibly have misled investors – read the order here.
  • September 1: A New Jersey federal suit alleges a Rutgers computer science professor and the AIOS Foundation promoted and sold the AIOS token allegedly through misrepresentations and without SEC registration in a pump-and-dump scheme that led to a more than 99.6% price collapse, asserting federal and state securities claims as well as fraud and related causes of action – read the complaint here.
  • August 31: Kalshi permanently banned and fined former US Representative George Santos, after alleging he made manipulative trades and public statements tied to a market on his own attendance at President Donald Trump’s State of the Union address – read the story here.
  • August 31: Gemini won an arbitration ruling, with the arbitrator finding the crypto exchange did not mislead users or neglect due diligence in its Earn lending program collapse, pointing instead to alleged fraud by Genesis Global Capital and its parent. Despite ongoing legal disputes from Earn customers, Gemini has returned over 97% of digital assets owed following settlements, including a $50 million agreement with the New York Attorney General – read the story here.
  • August 31: Chainalysis Government Solutions filed a bid protest in the US Court of Federal Claims alleging DHS and US Immigration and Customs Enforcement improperly awarded TRM Labs a nearly $95 million sole-source blockchain analytics contract in violation of the Competition in Contracting Act – read the story here and the full docket here.
  • August 31: A federal judge in New York will require Pump.fun operator Baton Corp and its co-founders to face users’ RICO and conspiracy claims alleging a coordinated promotional trading scheme, while dismissing RICO claims against Solana-related defendants. The judge found the suit did not adequately allege that anyone associated with Solana knew about the fraudulent representations about the tokens – read the opinion and order here.
  • August 28: The CFTC ordered former White House teleprompter operator Gabriel Perez to pay over $172,000 in disgorgement and civil penalties for using advance access to presidential speeches to trade on Kalshi's "mention markets," marking the agency's second prediction-market enforcement action this summer amid a broader regulatory crackdown on insider trading across event-contract platforms – read the press release here.
  • August 26: A federal judge in the District of Arizona dismissed antitrust claims in Cox v. CoinMarketCap OpCo LLC and also compelled arbitration and stayed remaining state law claims against Binance.US, finding that Binance’s account agreement provided adequate notice and validly formed an arbitration agreement – read the opinion here.

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Past Editions

September

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GENIUS Act Tracker

As of July 16, 2026

Jump to: GENIUS Act Rulemaking Timeline  |  GENIUS Act Reporting Requirements

Download a PDF of this page.

The Guiding and Establishing National Innovation for U.S. Stablecoins (GENIUS) Act (the "GENIUS Act") enacted in July 2025 instructs the prudential bank regulators and the U.S. Treasury to promulgate regulations, and coordinate as appropriate, implementing the GENIUS Act. Majority of the implementation final rules must be promulgated are within one year of the statute's effective date, and GENIUS Act officially takes effect on the earlier of January 18, 2027, or 120 days after final rules are issued. The timeline to promulgate each regulation is set out below along with updates on the status of the notice and comment processes that each of the FDIC, the Federal Reserve, OCC, NCUA, and the Department of the Treasury (FinCEN/OFAC) have initiated to comply with the rulemaking requirements set out in the GENIUS Act.


GENIUS Act Rulemaking Timeline

Required RulemakingResponsible RegulatorTimeline to Promulgate Required RegulationStatusGENIUS Act Section


GENIUS Act Reporting Requirements

In addition to the rulemaking activity summarized above, the GENIUS Act requires the primary federal payment stablecoin regulators, including the FDIC, NCUA, Federal Reserve and OCC for banks and the OCC for non-bank and state-supervised PPSIs, the Treasury Secretary and/or the Attorney General, to produce reports for the Committee on Banking, Housing, and Urban Affairs of the Senate; the Committee on Financial Services of the House of Representatives; or the Director of the Office of Financial Research, as summarized below.

Required ReportsResponsible RegulatorDue DateStatusGENIUS Act Section



1. The Federal Reserve Board, FinCEN, OCC, FDIC and the NCUA have proposed rules in parallel to modernize AML/CFT program requirements for entities subject to their supervision to implement provisions of the Anti-Money Laundering Act of 2020. While these proposed rules are outside of the scope of the GENIUS Act, they are relevant as as to overall BSA compliance. The Board of Governors of the Federal Reserve System, “Anti-Money Laundering and Countering the Financing of Terrorism Programs” (Proposed Rule), published July 9, 2026; Financial Crimes Enforcement Network (FinCEN), Department of the Treasury, “Anti-Money Laundering and Countering the Financing of Terrorism Programs” (Proposed Rule), published April 10, 2026; Office of the Comptroller of the Currency (OCC), Federal Deposit Insurance Corporation (FDIC), and National Credit Union Administration (NCUA), “Anti-Money Laundering and Countering the Financing of Terrorism Programs” (Proposed Rule), published April 10, 2026

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