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

October 13, 2026

On-Chain Spotlight

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

Regulatory Developments

  • October 8: The European Securities and Markets Authority (ESMA) has given crypto platforms in the EU three months to end customer exposure to stablecoins that do not comply with MiCA rules. This would currently include stablecoins like USDT and PayPal USD. Platforms will be required to block new purchases, trading, and increases in holdings of unauthorized stablecoins – read the guidance here.
  • October 6: The IRS issued updated guidance outlining safe harbor criteria for trusts engaged in crypto staking, describing conditions under which qualifying trusts may treat their staking activities as meeting specified tax treatment standards – read the updated guidance here. The prior guidance is here and Chapman’s prior client alert is here.
  • October 6: FinCEN has withdrawn two proposed rules that would have, respectively, 1) imposed recordkeeping, verification, and reporting requirements on certain transactions involving convertible virtual currencies and unhosted wallets and 2) designated international convertible virtual currency (CVC) mixing as a primary money laundering concern – read the notices here and here.
  • October 5: The CFTC has published an Advanced Notice of Proposed Rulemaking (ANPRM) seeking public comment on establishing a comprehensive federal regulatory framework for retail commodity transactions involving crypto assets (“CTXs”) under section 2(c)(2)(D) of the Commodity Exchange Act. Although the Commodity Exchange Act generally does not permit the CFTC to regulate spot retail commodity transactions, it does grant the CFTC authority to regulate those involving margin. The framework envisioned by the ANPRM would generally subject a CTX to exclusive CFTC jurisdiction if it offered any margin trading. In the process, the ANPRM seeks to address consumer protection, prevent abusive practices, and proposes creating a tailored crypto asset market regime within the agency’s national regulatory structure – read the CFTC’s press release here.

Market Developments

  • October 8: Securitize has launched “Securitize Stocks,” bringing tokenized shares of major US companies such as Apple, Nvidia, Tesla, and Microsoft, to the Solana blockchain. Tokens are backed one-for-one by underlying shares and will first trade on Securitize’s Solana-based venue, with anticipated expansion to NYSE’s 24/7 digital platform and OKXICE’s new tokenized securities venue – read the press release here.
  • October 8: Coinbase is expanding its institutional services to traditional financial firms, acting as an infrastructure provider to banks launching digital asset offerings and enhancing its prime brokerage platform amid rapid growth and increased institutional adoption of crypto – read the press release here.
  • October 7: Hyperliquid Policy Center CEO Jake Chervinsky said at Digital Asset Summit 2026 Asia that Hyperliquid is public-blockchain infrastructure rather than an exchange and predicted that major venues including CME and ICE will need to integrate public blockchain rails within a decade to remain competitive, while pointing to Payward’s announced plan to deploy permissioned US perpetual markets on Hyperliquid via CFTC-regulated Bitnomial with accounts carried by NinjaTrader Clearing – read the article here and Payward’s announcement here.
  • October 6: Rain said it applied to the OCC to form an uninsured national trust bank, Rain National Trust Bank, N.A. The bank seeks to provide federally supervised custody and related fiduciary services for digital assets including stablecoins and tokenized securities while not taking deposits or making loans – read Rain’s press release here.
  • October 5: Visa and Stripe’s Bridge have expanded their collaboration to launch stablecoin-linked Visa cards in over 100 countries by the end of 2026, enabling consumers worldwide to make everyday purchases using stablecoin balances. The partnership deepens Visa’s stablecoin settlement pilot, facilitating on-chain settlement of card transactions
    – read Visa’s press release here.
  • October 5: Binance unveiled “Binance Intelligence,” an in-app AI product stack that combines Binance AI, Binance AI Pro, and Binance Agent OS to help users understand digital assets and market information and translate natural-language ideas into strategies – read Binance’s press release here.
  • October 5: Modern Treasury said it submitted an application to the OCC to establish Modern Treasury National Trust Bank, a limited-purpose national trust bank that would provide federally supervised digital asset custody and related services integrated with its payments platform to let customers custody and move stablecoins and fiat
    – read Modern Treasury’s announcement here.
  • October 5: The SEC approved a Cboe BZX rule change permitting six Volatility Shares ETFs that target 3x daily returns using regulated bitcoin and ether futures, though they cannot begin trading until the SEC declares the registration statement effective, and the issuer disclosures and analysts note these daily rebalanced leveraged products are intended for short-term trading and can diverge materially from 3x performance over time
    – read the article here and the rule change here.
  • October 4: OKXICE, a joint venture between OKX and NYSE parent Intercontinental Exchange, notified the SEC that it plans to launch a permissioned on-chain venue for trading tokenized versions of US-listed stocks under the SEC innovation exemption, initially covering more than 60 companies with a 30-day issuer opt-out
    – read OKXICE’s notice here.
  • October 4: Payments infrastructure firm OpenPayd is preparing to list on Nasdaq by year end through a proposed merger with Titan Acquisition Corp. that is in the final stages of SEC review; CEO Iana Dimitrova said the company plans to use the listing to fund US expansion and acquisitions as it builds payments infrastructure that connects fiat rails with stablecoin and blockchain networks – read the article here.

Litigation, Enforcement, and Examination Developments

  • October 7: A Manhattan federal jury convicted Maryland cybersecurity consultant Jonathan Spalletta of intentionally damaging protected computers and laundering proceeds after finding he exploited two April 2021 vulnerabilities in Uranium Finance’s smart-contract code to extract roughly $1.4 million in an initial exploit, return most of it while retaining about $386,000 as a purported “bug bounty,” and then execute a second exploit that drained more than $53 million, with prosecutors tracing laundering through Tornado Cash and multiple wallets – read the US Attorney’s Office press release here.
  • October 7: Attorneys general from 39 states and Washington, DC have filed an amicus brief urging the Supreme Court to hear New Jersey’s challenge to an appellate ruling that found federal commodity trading law preempts state gambling regulations for prediction markets – read the amicus brief here.
  • October 7: Alexander Sisemore, founder of the Kishu Inu cryptocurrency, has been indicted in Illinois federal court on three counts of wire fraud for allegedly conducting a $9 million scheme misleading investors about project ownership and secretly selling tokens while promoting the coin as “community-owned.” Prosecutors allege Sisemore and another founder used false representations, concealed their transactions with crypto mixers, and orchestrated a “rug pull” that left investors with worthless assets – read the US Attorney’s Office press release here.
  • October 5: A federal judge in Los Angeles sentenced crypto entrepreneur Adam Iza to 78 months in prison and more than $23 million in restitution after he pleaded guilty to conspiracy against rights, wire fraud, and tax evasion involving the use of Los Angeles County sheriff’s deputies to harass and extort victims and a separate scheme to profit from fraudulent access to Meta advertising accounts – read the US Attorney’s Office press release here.
  • October 4: The Independent Community Bankers of America sued the OCC in US District Court for the District of Columbia challenging the agency’s authority to grant national trust bank charters to crypto firms and seeking to void a March 2026 rule and Interpretive Letter 1176, arguing the charters allow crypto companies to obtain federal charter benefits without traditional bank safeguards – read the complaint here.
  • October 2: A federal judge in Illinois has temporarily barred the state from enforcing its gambling license requirements against Kalshi and Coinbase, finding their sports betting contracts are likely federally regulated swaps under the Commodity Exchange Act. While the lawsuit continues, the judge said state licensing rules cannot be imposed, but allowed Illinois to continue collecting taxes on wagers, distinguishing taxation from broader regulatory authority over the markets – read the Kalshi decision here and the Coinbase decision 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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