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 2, 2026

On-Chain Spotlight

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

Regulatory Developments

  • August 27: Britain plans to give the Bank of England a new statutory objective to promote innovation in stablecoins and digital money by amending the Financial Services and Markets Bill. The move will require annual reporting to Parliament and coincides with finalized crypto rules and a growing stablecoin market now valued at over $300 billion – read more here and see the bill here.

  • August 25: After a previously failed attempt to tighten custody regulations for advisers holding client crypto assets, the SEC is taking another step by sending proposed updates to the White House for review. The new amendments aim to clarify compliance requirements, modernize outdated rules, and make crypto business easier for advisers and funds, but with final details, timing, and regulatory contours still uncertain after past backlash and delays – see the regulatory review listing here and read more here.

  • August 25: After a White House meeting with President Trump and discussions with senior administration and CFTC officials, crypto executives are newly optimistic that the Senate could take up the stalled CLARITY Act in September – read more here.

  • August 24: The US Treasury launched a public‑private Quantum‑Readiness Task Force to coordinate the financial sector’s transition to post‑quantum cryptography, focusing on sector alignment, vendor readiness, and digital-asset risk, so banks and market infrastructure can migrate to quantum‑safe security – read press release here.

  • August 24: The SEC has given preliminary approval for ARK Venture Fund to offer two new share classes: (1) an "Exchange Class," which will be listed on a national securities exchange, and (2) a "Tokenized Class," which will allow shares to be traded on alternative trading systems or recorded using distributed ledger technology. This amendment aims to expand investor access and liquidity options for interval funds and maintain regulatory standards and compliance – read the notice here.

Market Developments

  • August 27: Charles Schwab announced it will expand its crypto trading platform to include Solana, Avalanche, and Chainlink following its recent additions of Bitcoin and Ethereum – see the press release here.
  • August 27: MoonPay has integrated Solana lending protocol Kamino into its PayBox platform, enabling eligible users to lend or borrow crypto on Solana by giving natural-language instructions to AI agents like ChatGPT or Claude. Note: This activity is not permitted in many markets including the US and the UK – read the press release here.
  • August 26: RockawayX acquired crypto hedge fund Relayer Capital and will rebrand it as the RockawayX Liquid Opportunities Fund, adding long/short and pair-trade strategies focused on undervalued liquid tokens and crypto-related equities as the firm expands its US presence – read the announcement here.
  • August 26: Nasdaq-listed DeFi Development Corp. launched “State of Solana,” a public real-time dashboard consolidating Solana market, network, staking, validator, yield and ecosystem metrics, as the firm, holding about 2.3 million SOL, seeks to give investors a fundamentals-based view beyond SOL’s price – read the press release here.
  • August 26: BlackRock has lowered the in-kind conversion minimum for its iShares Bitcoin Trust (IBIT) from $25 million to $1 million, allowing more institutional participants to access creation and redemption mechanisms which have already moved more than $5 billion into the ETF – read more here.
  • August 25: Thirty-nine state bankers associations have joined forces to form the BankChain Alliance, an industry-owned and governed organization that aims to launch a blockchain network for US financial institutions by 2027. The Alliance plans to provide banks of all sizes with secure access to emerging technologies such as smart payments, tokenized deposits, and automated settlement – read the press release here.
  • August 25: Bitwise launched rules-based “Automated Token Portfolios” that let eligible non‑US investors automatically hold and rebalance themed portfolios of Coinbase tokenized US stocks via Glider while keeping the tokens in their own non-custodial wallets for a 0.15% methodology fee – read more here.
  • August 24: Coinbase Global launched tokenized stocks on its Base blockchain, allowing eligible investors outside the US to trade digital representations of major equities like Apple, Nvidia, and Alphabet 24/7, with each token backed 1:1 by real shares. This move follows similar offerings by Kraken and Binance and reflects the growing trend of bringing traditional securities on-chain – read more here.
  • August 24: xyz, operating on Hyperliquid, has driven over $500 billion in trading volume by creating 24/7 perpetual futures markets for assets like oil, commodities, and pre-IPO stocks. The system is challenging traditional market structures by providing continuous price discovery and liquidity, especially during off-hours and global events – read more here.
  • August 24: Gemini and Apex Fintech signed a Letter of Intent under which Gemini Titan would become the exclusive regulated venue to execute and clear crypto event contracts distributed via Apex’s Futures Commission Merchant to its brokerage clients, with potential expansion to other event-contract categories on a non-exclusive basis – read the press release here.
  • August 19: Standard Chartered and HSBC completed a live interbank cross-border transaction on Swift’s blockchain-based ledger, using it to exchange messages and record matched tokenized-deposit obligations before final settlement through existing systems – read the press release here.

Litigation, Enforcement, and Examination Developments

  • August 26: The CEO of Power Block Coin LLC (SmartFi) has asked a Pennsylvania federal court to grant summary judgment in a suit over the company's SmartFi token buyback guarantee, arguing that investors suing him for fraud have not provided evidence they personally purchased the tokens or can connect their transactions to their identities. The investors allege the CEO refused their refund requests and misused company funds – read more here.
  • August 25: Legal pressure on Kalshi continues as the Ninth Circuit ruled Nevada can regulate its sports betting contracts; contradicting a prior New Jersey ruling and raising the odds of Supreme Court review. At the same time, the CFTC seeks summary judgment in Kentucky over jurisdictional authority, and Connecticut has filed a new lawsuit against Kalshi, adding to the mounting state and federal legal challenges
    – read the Nevada decision here, the CFTC’s motion in Kentucky here, and Connecticut’s press release here.
  • August 25: A Texas man sued crypto ATM operator Athena Bitcoin in a proposed class action alleging its kiosks failed to enforce or flag transactions exceeding stated daily limits and asserting Texas Theft Liability Act and DTPA claims on behalf of Texas residents over 60 victimized in similar Athena ATM scams – read the complaint here.
  • August 24: A Northern District of California jury convicted Block Bits fund general partner Japheth Dillman of conspiracy and four wire-fraud counts for misleading investors about a crypto autotrader and use of funds, while a parallel SEC civil case based on the same conduct has been stayed pending the criminal proceeding and sentencing is set for December 2026 – read about the civil case here and read the criminal case press release here.

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GENIUS Act Tracker

As of July 16, 2026

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


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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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