Overview

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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

Building on-chain demands nimble corporate counsel: from formation and financing to strategic transactions.

  • Mergers, acquisitions, and sales involving crypto and blockchain companies.
  • Entity formation, financings, joint ventures, and commercial and infrastructure arrangements with digital asset issuers.

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

November 3, 2026

On-Chain Spotlight

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

Regulatory Developments

  • October 27: The OCC reassured community banks that there is a pathway under the GENIUS Act final rules for them to explore becoming permitted payment stablecoin issuers. Speaking a week after the OCC finalized GENIUS Act rules establishing federal standards for reserves, redemption, custody, and risk management, Comptroller Gould stated that the rules are flexible enough to fit the size and risk profile of the issuer and are not designed to be affordable only for the largest institutions. The rules will take effect on January 18, 2027 – read the OCC’s press release here.

Market Developments

  • October 29: Multiple sources reported that hackers stole an estimated $6.3 billion from Binance, with several blockchain-analysis firms attributing the attack to North Korea. Even though it paused withdrawals and later resumed them in phases, Binance said customer funds are safe. Binance has coordinated with US law enforcement and investigated a potentially compromised developer employee laptop. Binance announced on Friday that it would publish proof-of-reserve information regarding user funds and that it has already reserved adequate company funds to deal with the fallout from the attack – read this article from the FBI and read this NBCNews article to learn more.
  • October 28: Moody’s assigned Ripple’s dollar-backed RLUSD stablecoin investment-grade ratings of A2 long-term and P-1 short-term, citing the quality and liquidity of its largely short-term US government-asset reserves and redemption arrangements – read the rating report here and learn more in this article.
  • October 28: Alphabet plans to present a multiparty-computation security system for institutions safeguarding crypto and tokenized assets, with commercial availability targeted for early 2027 – read the article here.
  • October 27: BNY and Ripple announced plans to add XRP and RLUSD to BNY’s institutional custody platform, enable clients to mint and redeem RLUSD through the bank, and work with working-capital platform C2FO to test financing of approved supplier invoices on the XRP Ledger. Launch timing for the proposed services has not yet been announced – read the announcement here.
  • October 26: Ripple said it received final OCC approval to establish Ripple National Trust Bank following conditional approval in December 2025, giving it a federally supervised platform intended to support its RLUSD stablecoin and provide enterprise digital-asset custody – read Ripple’s announcement here.
  • October 26: The NBA granted Polymarket and Kalshi preferred marketing rights and access to league intellectual property. Separately, the NBA agreed to share information with the CFTC to support game integrity – read the NBA press release here and its memorandum of understanding with the CFTC here.
  • October 26: BlackRock Financial Management and BlackRock Japan signed a memorandum of understanding with SBI Holdings and Startale to explore connecting tokenized money market funds with the yen-denominated JPYSC stablecoin – read the joint announcement here.
  • October 26: Hyperliquid said Kraken parent Payward intends to become a CFTC-regulated deployer of permissioned perpetual-futures markets using its HIP-3 infrastructure. Payward’s Bitnomial is expected to operate and clear the contracts and NinjaTrader Clearing to carry customer accounts, subject to regulatory approval – read Hyperliquid’s statement here.
  • October 26: Keystone disclosed a security incident involving its official website and said the incident did not involve recovery phrases, private keys, other wallet credentials, bank payment information, or government-issued identification numbers – read Keystone’s customer statement here.
  • October 26: Ripple added a 24/7 Returns feature to Ripple Treasury that allows eligible global business customers to earn returns outside traditional banking hours on qualifying digital assets, including RLUSD, held in a Ripple wallet – read the announcement here.
  • October 23: HSBC launched RedCoin, a Hong Kong dollar stablecoin licensed and regulated by the Hong Kong Monetary Authority. RedCoin will be available for transfers and payments through its PayMe wallet, and HSBC plans to add access through its HSBC Hong Kong banking app and support purchases of tokenized investment products later this year – read the press release here.

Litigation, Enforcement, and Examination Developments

  • October 29: The SEC charged BG Wealth Sharing Ltd. and DSJ Exchange Pty Ltd. with allegedly raising more than $130 million from retail investors through a purported crypto “wealth-sharing” program promising risk-free returns, while using false SEC filings and fabricated credentials. The complaint alleges the entities misappropriated investor funds and seeks injunctions, disgorgement, prejudgment interest, and civil penalties – read the SEC press release here.
  • October 27: A federal judge in the Southern District of New York denied Army soldier Gannon Ken Van Dyke’s motion to dismiss charges arising from allegations that he used nonpublic information about the operation to capture Nicolás Maduro to profit from Polymarket trades – read the docket here.
  • October 27: The CFTC sued Utah as part of its broader dispute with states over whether state gambling laws may be enforced against federally regulated prediction-market offerings – read the CFTC’s press release here.
  • October 27: Kalshi and Polymarket have sued Louisiana, and Kalshi has separately challenged Missouri’s cease-and-desist demand, seeking to block enforcement of state gambling and sports-wagering laws against their event contracts. In addition, Robinhood has agreed to pause its sports-event contract offerings in Ohio after coming to an agreement with Ohio’s gaming commission – read the Missouri docket here and Kalshi’s Louisiana suit here.
  • October 23: Chinese national Zheng Zhao was extradited from the Netherlands and arraigned in California on a money-laundering conspiracy charge, with prosecutors alleging he helped move nearly $37 million from an international cryptocurrency investment fraud through a Bahamas bank account and into Tether sent to wallets controlled in Cambodia – read the 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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