Overview

Chapman advises banks, fintechs, asset managers, and funds as finance moves on-chain: from stablecoins and tokenized deposits to vaults, DeFi, digital asset funds, and market structure.

With a century of experience as a finance-focused law firm, Chapman helps clients take digital asset products and infrastructure from concept to scale. We integrate legal, regulatory, operational, and market-structure considerations into product design, and we understand how institutions evaluate risk and how products work in the real world.

Our tech-native team includes former SEC staff, and we maintain ongoing dialogue with the SEC, CFTC, FINRA, NFA, and national securities exchanges on complex and time-sensitive issues. Our attorneys work across regulatory, investment management, banking, derivatives, structured finance, tax, and corporate matters, and across borders on multi-jurisdictional mandates.

What Sets Us Apart

Funds and Exchange-Traded Products

We have helped bring many of the industry’s first digital asset funds to market, and we know how to get the next ones there. Chapman is a market leader in digital asset ETPs and one of the most active filers of investment company registration statements with the SEC. Our digital asset fund work spans registered and private products across the full lifecycle.

Registered Funds and ETPs

  • Formation and structuring of ETFs and other 1940 Act-registered funds, including registration statements, SEC review, and comment resolution.
  • Advising 1933 Act exchange-traded products on new and novel structures for digital asset strategies.
  • Advising on 19b-4 exchange listing applications for publicly traded digital asset funds.
  • Exchange listing, authorized participant onboarding, creation/redemption mechanics, and ongoing board governance and reporting.
  • Negotiating cryptocurrency custody agreements and derivatives trading documentation.
Private Funds and Investors
  • Organizing hedge funds, venture funds, and single- and multi-digital-asset trusts, including DeFi-focused, stablecoin lending, staking, and hedged bitcoin and ether strategies.
  • Preparing private placement memoranda, limited partnership agreements, trust agreements, subscription documents, and investment management agreements.
  • Addressing Advisers Act custody (including self-custody), AML issues in liquidity pools, in-kind contributions, and “lot tracking.”
  • Negotiating side letters and arrangements with administrators, custodians, and other service providers.
  • Advising fund sponsors on fund structures utilizing DAOs.
  • Advising institutional investors on due diligence for investments in private funds investing in digital assets.

Stablecoins, Tokenization, and Payments

Stablecoins and tokenized deposits are becoming the cash leg of on-chain markets.

  • Product structuring and documentation, reserve frameworks, and bank integrations for stablecoin payment platforms, including stablecoin reserve services for global systemically important banks.
  • Counseling banks and BitLicense holders on NYDFS guidance regarding stablecoin issuance, reserve accounts, digital asset custody, and blockchain tracing.
  • Structuring tokenized deposit services and tokenized asset initiatives, including participation in inter-bank consortia, securities law, custody, privacy, and publicly traded partnership considerations.
  • Advising on yield-bearing stablecoins, real-world asset tokenization, and the use of stablecoins as the “cash leg” in lending, receivables, and investment markets.
  • On-chain lending and tokenized securitization products, including UCC Article 8 and Article 12 control analysis and alignment of on-chain records with transaction documents.
  • State digital asset and money transmitter licensing, state-by-state launch strategy, and banking-as-a-service partnerships.
  • OCC national trust and bank charter applications for fintechs and banks.
  • Drafting stablecoin reserve statutes and regulations for foreign governments and sovereign wealth funds.

Vaults, Smart Contracts, and DeFi

In on-chain finance, the smart contract is the product, and the curator is the manager. Vaults, lending markets, and other smart contract protocols are becoming core infrastructure for how capital is deployed, managed, and distributed on-chain. They power lending, liquid staking and restaking, real-world asset credit, and automated yield strategies, and for institutions they increasingly resemble familiar asset management products, with pooled capital, defined mandates, risk parameters, managers, and performance-based fees. We advise protocols, curators, asset managers, fintechs, and distribution partners on building, launching, distributing, and investing in these products.

  • Structuring and risk analysis for DeFi deployments, including vaults, lending pools, DEXs, and liquidity pools, and analysis of whether a smart contract or vault share may be a security.
  • Curator, governance, and control frameworks, including timelocks, multi-signature approvals, role-based permissions, mandate and fee terms, and audit and incident-response disclosures.
  • Tokenized vault shares, including ERC-4626 and ERC-7540 products.
  • RWA, private credit, stablecoin, and permissioned/KYC-gated institutional vaults.
  • Matching fund liquidity terms to the characteristics of underlying smart contracts, and redemption, liquidity, and risk disclosure.
  • AML considerations for permissionless protocols and operational risks such as private key loss, oracle reliance, and the difficulty of modifying deployed code.

Regulation, Compliance, and Enforcement

The rules for digital assets are being written now, and we help clients comply with them and help shape them.

  • Counseling on SEC, CFTC, and other regulations applicable to asset managers, token issuers, foundations, DAOs, and other crypto and blockchain participants.
  • Analysis of whether coins, tokens, and other digital assets may be securities or commodities, and the implications of applicable regulatory frameworks.
  • Proceedings and investigations involving the DOJ, SEC, CFTC, FTC, FINRA, NFA, national securities exchanges, and state and federal banking regulators.
  • Managing regulatory examinations and investigations by the OCC, FDIC, and CFPB of depository institutions’ crypto-related products.
  • Risk management and compliance guidance regarding custody, BSA/AML, MNPI, registration, and cybersecurity, including bespoke compliance manuals, policies, and procedures.
  • Customer onboarding and AML, including Travel Rule (IVMS101) messaging, wallet validation, credentialed whitelisting, and counterparty risk scoring.

Broker-Dealers, Trading Platforms, and Secondary Markets

Tokenized securities are still securities, and moving them requires regulated intermediaries.

  • Evolving SEC and FINRA guidance on facilitating transactions in tokenized securities, custody of crypto asset securities, private placements, and ATS operation.
  • FINRA registration and continuing membership applications, examinations, and interpretive guidance.
  • Secondary transactions in restricted tokenized securities and secondary market structuring amid evolving legal uncertainty.
  • Custody arrangements, including self-custody and custody of assets deployed on DeFi protocols.
  • Onboarding to on-chain and off-chain trading venues.

Derivatives and Prediction Markets

As crypto derivatives and event contracts move onshore, product design and regulatory strategy go hand in hand.

  • Centrally cleared and over-the-counter cryptocurrency derivatives.
  • Prediction markets and CFTC-regulated event contracts, including state gaming law considerations and platform structuring.
  • Enforceability of collateral arrangements involving tokenized securities and stablecoins, drawing on our participation in ISDA digital asset working groups.

Tax Planning and Structuring

Our tax team helped write the rules that digital asset trusts operate under. Chapman attorneys played a key role in developing the IRS rules governing grantor trusts and WHFIT reporting, and we have been on the front lines of virtually every novel grantor trust issue affecting the industry.

  • Treatment of cryptocurrencies and related derivatives under rules for repurchase and lending transactions, straddles, wash sales, constructive sales, and mandatory and elective mark-to-market recognition.
  • Tax consequences of cryptocurrency investments for different taxpayers, including airdrops, staking, lending, and other DeFi activities, and grantor trust and publicly traded partnership issues.
  • Whether a fund is engaged in a US trade or business and the application of safe harbor rules to various cryptocurrencies.
  • RIC, grantor trust, C-corporation, and partnership structuring, including offshore master-feeder, blocker, and parallel fund structures.

Corporate and Commercial

  • Mergers, acquisitions, and sales involving crypto and blockchain companies.
  • Entity formation, financings, joint ventures, and commercial infrastructure.

Notable Firsts

  • January 2018: First blockchain ETF
  • October 2021: Among the first bitcoin futures ETFs
  • January 2024: Counsel on three of the first spot bitcoin ETFs
  • July 2024: Counsel on two of the first spot ether ETFs
  • October 2025: First to file for event contract-based ETFs
  • February 2026: First US-compliant gold yield token

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On-Chain Finance, Digital Assets, and Blockchain Updates

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News and Events

October 27, 2026

On-Chain Spotlight

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

Regulatory Developments

  • October 21: The OCC has issued its final rule implementing the GENIUS Act, establishing standards for permitted US and foreign payment stablecoin issuers, including reserve backing, redemption, risk management, and custody; the rule takes effect January 18, 2027. In tandem, the OCC released waiver and application submission guidance that aims to reduce friction during the application process – read the rule here and the guidance here.

Market Developments

  • October 22: Kalshi said eligible Kalshi Prime clients will be able to borrow against Bitcoin, Ethereum, and select stablecoins held with BitGo and use the loan proceeds to fund margin positions in perpetual futures on its platform. Kalshi expects to add other crypto custodians to the arrangement in the coming months – read more in this article.
  • October 22: SoFi is introducing SoFi Earn (SOFIE), a tokenized deposit for SoFi Crypto members, with each token representing $1 deposited at SoFi Bank and FDIC-insured. Members can convert SOFIE 1:1 into SoFiUSD for crypto purchases or transfers to supported external wallets – read the press release here.
  • October 20: Webull announced plans to offer eligible US customers perpetual futures through their existing Webull Futures accounts beginning in November, initially covering bitcoin and other crypto assets, with contracts listed on KalshiEX and cleared through Kalshi Klear – read the press release here.
  • October 20: Nevada-chartered AnchorWatch Trust Company launched a bitcoin custody service for institutional and high-net-worth clients with fixed monthly fees capped at $10,000 and optional Lloyd’s-backed insurance of up to $370 million per client – read the press release here.
  • October 19: Mesh and Visa announced a partnership that would allow users to pay merchants through participating crypto wallet apps using crypto or stablecoin balances, without a separate card. Mesh plans to handle conversion and transaction funding through a Visa credential, while merchants continue to receive standard payments – read the press release here.
  • October 19: Mastercard introduced Stablecoin Security, a service designed to give financial institutions a risk score for stablecoin payments before funds move on-chain by screening payment and blockchain data for fraud, scams, and sanctions risks. The solution will initially launch in North America and become commercially available worldwide in 2027 – read the press release here.
  • October 19: Ramp announced that it applied to the OCC to establish Ramp National Trust Bank, which, if approved, would provide fiduciary investment management and digital asset custody under federal supervision but would not accept deposits or make commercial loans – read more in this article.
  • October 19: J.P. Morgan made its US-dollar deposit token, JPM Coin (JPMD), available to institutional clients on Ethereum in addition to Base, allowing eligible clients to transfer tokenized bank deposits across the two networks for on-chain payments and transactions involving digital assets – read J.P. Morgan’s announcement here.
  • October 16: Circle CEO Jeremy Allaire said that the USDC issuer plans to enter roughly 40 additional emerging and developing markets as demand for digital-dollar payments grows, particularly in Southeast Asia, Latin America, and the Middle East – read Allaire’s comments here.
  • October 16: Marqeta and Coinbase announced a collaboration enabling Marqeta’s enterprise customers to offer cards backed by users’ stablecoin balances, allowing cardholders to spend from stablecoin balances at merchants that accept cards. Coinbase is providing custody, fiat conversion, and Base-based settlement infrastructure, while Marqeta supplies card-issuing and processing capabilities – read Marqeta’s announcement here.
  • October 15: Visa moved its stablecoin-enabled Visa Direct prefunding capability to commercial deployment through its first enabler, Inyo Global, allowing eligible businesses using Inyo’s platform to fund cross-border payouts with USDC in near real time – read Visa’s announcement here.

Litigation, Enforcement, and Examination Developments

  • October 22: The Central Bank of Ireland fined Coinbase Ireland €3.25 million for deficiencies in safeguarding customer funds and overseeing outsourced services, including inadequate controls and coding errors that left its safeguarding account underfunded. Coinbase said no customers suffered financial loss or lost access to funds – read the Central Bank’s press release here.
  • October 22: A former Circle employee and current shareholder filed a derivative suit alleging World Liberty Financial benefited from United Arab Emirates-linked investments in the firm and its USD1 stablecoin, in violation of the Constitution’s Foreign Emoluments Clause and to Circle’s competitive detriment – read the suit here.
  • October 21: A federal court in the Southern District of New York sentenced a Colombia-based cryptocurrency broker to 160 months’ imprisonment for his role in laundering approximately $14.5 million in drug-trafficking proceeds through Tether and facilitating a cocaine-importation scheme. He was also ordered to forfeit $14,751,846 and cryptocurrency held in four accounts he controlled – read the press release here.
  • October 21: A Pennsylvania federal judge dismissed a proposed securities class action alleging Coinbase misled investors about its regulatory compliance. The court concluded that Coinbase’s disclosures adequately addressed regulatory risks and that several compliance statements were nonactionable puffery or protected forward-looking statements – read the dismissal here.
  • October 20: Lawsuits continue on the dispute over whether sports-event contracts are governed by federal derivatives law or state gambling restrictions. Utah sued Kalshi and others in state court to halt contracts it alleges violate its gambling ban, following a federal ruling rejecting Kalshi’s claimed protection from state law. In separate federal suits, Polymarket is challenging Ohio’s enforcement on CFTC-jurisdiction and interstate-commerce grounds, while Novig seeks to block Missouri from requiring a state sports-wagering license for its contracts – read the Utah Attorney General’s statement here, the Ohio suit here, and the Missouri suit here.
  • October 19: A federal court entered final judgment against EminiFX and its owner, Eddy Alexandre, in a CFTC fraud case involving more than $262 million raised from investors, permanently barring them from commodities trading. Further, the court imposed a civil penalty of more than $45 million, in addition to restitution and disgorgement previously ordered – read the press release here.
  • October 16: Apple moved to dismiss a California federal lawsuit brought by consumers who say they lost more than $1.83 million to a fraudulent bitcoin wallet app downloaded from its App Store, arguing that third-party scammers caused the losses and that its general statements about app review did not guarantee protection against fraud – read the motion 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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