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 22, 2026

On-Chain Spotlight

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

Regulatory Developments

  • September 17: The Senate Banking Committee advanced Brian Johnson’s nomination to lead the CFPB by a 13-11 party-line vote, moving it to the full Senate for consideration – read more in this article.
  • September 17: The SEC has granted temporary, conditional exemptive relief, the “Innovation Exemption,” allowing Tokenized Securities Venues to facilitate on-chain trading of tokenized stocks via permissioned automated market maker (AMM) liquidity pools. The exemption includes investor protections and operational requirements and will expire in five years – read the press release here.
  • September 17: The CFTC’s Market Participants Division issued a no-action letter stating it will not recommend enforcement against a software developer whose passive trading interfaces enable access to Commission-regulated derivatives, such as through self-custodial crypto wallets, for failing to register as introducing brokers or associated persons, provided that a set of compliance and disclosure conditions are met. This relief follows a prior letter to Phantom Technologies, Ltd. and clarifies the registration status for a broader class of passive interface providers. Separately, the CFTC submitted a new, undisclosed crypto regulatory proposal to the White House for review, signaling its intent to move forward with rules for the crypto market – read the no-action letter here and read the proposal notice here.
  • September 16: The House Financial Services Committee advanced the American Reserve Modernization Act, which would require the Treasury Department to establish a secure Bitcoin reserve and develop strategies for acquiring digital assets without additional taxpayer cost – read the text of the Act here.
  • September 16: The Conference of State Bank Supervisors released a framework for state regulators’ reviews of AI-enabled systems. The publicly released framework also helps provide clarity to regulated financial institutions on the general approach, types of questions, and the information that a state examiner may request regarding the institution’s AI-based products, services, and tools – read the press release and guidance here.
  • September 16: Senate Republicans released what they called a final draft of the President Trump-backed Digital Asset Market Clarity Act, incorporating 126 Democratic-requested changes, but the measure ultimately failed to advance when cloture was rejected 49-50. Promptly thereafter, the SEC and CFTC disclosed that they are pursuing an administrative alternative, including potential registration exemptions, safe harbors for decentralizing projects, and custody standards for broker-dealers – read the CNBC article here, the Decrypt article here, and the Senate vote roll-call here.
  • September 15: Treasury Secretary Scott Bessent told House lawmakers that the Treasury is actively considering raising the Suspicious Activity and Currency Transaction Report thresholds, currently set at $5,000 and $10,000 respectively, factoring in risk-based factors such as the duration of the customer relationship in order to reduce burdens on community and small banks while maintaining financial system safety with the advancements in financial technology – watch the hearing here.
  • September 14: The House Ways and Means Committee released the 114-page “Digital Asset Tax Certainty Act” (H.R. 10357) ahead of its Sept. 16 markup, proposing changes that include a $10 de minimis exception for network and certain transaction fees paid in digital assets and other updates spanning accounting, wash sales, mining and staking, and broker rules – read the bill here.
  • September 14: The UK Financial Conduct Authority announced it is considering, with His Majesty’s Treasury, a bespoke regulatory regime that could exempt tokenized gold from existing UK fund rules as part of its digital asset strategy and broader efforts to support tokenization and maintain London’s role as a leading global gold trading center – read the FCA publication here.
  • September 11: Under the EU Cyber Resilience Act, which took effect Sept. 14, 2026, crypto hardware and software wallet providers must report actively exploited bugs or severe vulnerabilities within 24 hours and provide follow-up notifications within 72 hours, with potential administrative fines of up to €15 million or 2.5% of global annual turnover for noncompliance – read the announcement here.

Market Developments

  • September 16: Circle has launched Arc, a blockchain platform integrated with USDC and several other foreign-currency-denominated stablecoins that is designed to enable agentic economic activity and real-time financial markets, with over 100 partners at launch. Arc blockchain is built for AI-powered economic agents, providing infrastructure for rapid, secure transactions for institutional participants – read the press release here.
  • September 16: Deutsche Bank said it plans to launch a regulated digital asset custody service for European corporate and institutional clients this year, initially supporting bitcoin, ether, and selected stablecoins including USDC, EURC, and EURAU while the bank manages clients’ wallets and private keys – read Deutsche Bank’s press release here.
  • September 15: X announced the US launch of its Cashtag Partner Program, allowing users to connect financial conversations on X to trading through participating brokerages such as Interactive Brokers, Gemini, Kraken, and Coinbase – read the press release here.
  • September 10: Coinbase and Moov announced a partnership to integrate Coinbase’s stablecoin payments infrastructure into Moov’s payments platform so that Moov’s network of more than 1,000 community banks and credit unions can offer stablecoin payment acceptance, settlement, and real-time funding embedded in their existing systems – read Coinbase’s press release here.

Litigation, Enforcement, and Examination Developments

  • September 16: The 9th Circuit Court of Appeals blocked Kalshi from offering sports event contracts on two California tribal lands, ruling the contracts likely violate the Indian Gaming Regulatory Act and tribal rules – read more in this article and read the case here.
  • September 15: Federal prosecutors in the Southern District of New York charged two former Robinhood engineers, Hefu Chai and Huaisong “Jerry” Xiang, with commodities fraud and wire fraud for allegedly using confidential token listing information to trade crypto-linked futures on Hyperliquid ahead of Robinhood announcements, earning more than $50,000 each – read the DOJ Press Release here.
  • September 14: The US government filed a civil forfeiture complaint in the Southern District of New York seeking to forfeit $61 million in USD Tether across at least seven crypto addresses that prosecutors allege are proceeds of sanctioned Iranian oil sales laundered through a network involving, among others, Chinese companies Blessed Trust and Hexa Whale – read the press release here.
  • September 11: Former Congressional candidate Mark Moran sued Kalshi in federal court, alleging violations of the Commodity Exchange Act, breach of contract, and the implied covenant of good faith and fair dealing after Kalshi publicly disciplined him with a five-year suspension and a $6,229 penalty for trading on markets tied to his own candidacy – read the lawsuit here.
  • September 10: Connecticut issued cease-and-desist orders directing nine prediction market platforms, including Polymarket, Coinbase, Crypto.com, and Robinhood, to stop offering sports event contracts in the state as allegedly unlicensed online gambling; and it also served subpoenas on nearly 30 third parties, such as payment processors, app stores, data firms, and media outlets, for information related to its investigation – read Connecticut’s 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

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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