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 5, 2026

On-Chain Spotlight

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

Regulatory Developments

  • October 1: The SEC has proposed new rules to modernize custody requirements for crypto assets held by registered investment advisers and regulated funds, aiming to clarify compliance pathways, expand investor access to crypto investment strategies, and update audit and custodial requirements. The proposal would permit self-custody and state trust company custodians for crypto assets, with a 60-day public comment period following publication in the Federal Register – read the press release here.
  • October 1: The New York State Department of Financial Services and the Wyoming Division of Banking have signed a memorandum of understanding to coordinate oversight of virtual currency and digital asset activities in both states, enabling information sharing, streamlined applications, and joint examinations – read New York’s press release and the memorandum of understanding here.
  • October 1: Illinois has agreed to postpone implementation of its new 0.2% crypto tax until July 1, 2027, pending court approval of a deal between the state and industry groups. The delay provides temporary relief for those challenging the constitutionality and enforceability of Illinois's Digital Asset Tax Act in ongoing legal proceedings – read more here.
  • September 30: The US Treasury issued an interim final rule outlining procedures for states to submit their stablecoin oversight frameworks for federal approval, as required by the Genius Act. States must certify their regimes as substantially similar to federal standards by January 2028, with the rule allowing certain conditional submissions and providing a mechanism to address deficiencies; ongoing recertification and material change reporting are also required – read the rule here.
  • September 28: The CFTC posted a proposed rule titled “Further Definition of ‘Swap’ to Include Event Contracts” and an interim final rule titled “Further Definition of ‘Swap’ to Exclude Casino-Style Gambling Products,” steps that appear intended to clarify the swap definition’s treatment of event contracts while carving out casino-style gambling products – read the regulatory status here.
  • September 28: SEC Division of Corporation Finance staff issued FAQs stating that tokens received from liquid staking of ether may be treated as non‑securities under specific circumstances when they function solely as receipt tokens for staked ETH and do not alter rights or rewards and the provider does not lend, pledge, or reuse the deposited ETH – read the FAQ page here.
  • September 27: Governor Gavin Newsom signed AB 2409 to bar California public officials from issuing meme coins or having their likeness used for them and signed SB 1208 expanding state money laundering laws to cover digital asset transactions – read Governor Newsom’s announcement here.

Market Developments

  • October 4: Bitget began resuming withdrawals in phased stages after its security system detected unauthorized transfers from certain wallets on Sept. 24, with Bitget stating the incident was contained, cold wallets were unaffected, and the estimated impacted amount was revised to $387.5 million – read Bitget’s update here.
  • October 1: Fiserv launched its digital asset platform, debuting Bank of North Dakota’s Roughrider Coin, a dollar-backed stablecoin facilitating interbank transactions across North Dakota’s network. The Roughrider Coin leverages Fiserv’s custody and settlement infrastructure, with support from Versabank, Fireblocks, and the Solana blockchain, allowing over 90 banks and credit unions in North Dakota to benefit – read the press release here.
  • September 30: HSBC has officially named its upcoming Hong Kong stablecoin “HSBC RedCoin,” launching with a phased rollout focused on person-to-person and merchant payments before expanding to institutional uses – read the press release here.
  • September 29: Robinhood is set to launch perpetual futures trading for US users, offering leverage and 24/7 trading on select equities through its platform and allowing users to build or connect custom AI trading agents using Robinhood Agents – read the press release here.
  • September 28: The CFTC approved Coinbase Clearing LLC to register as a derivatives clearing organization, completing Coinbase’s in-house regulated derivatives infrastructure to list, broker, and clear fully collateralized futures, options on futures, and swaps – read the press release here.
  • September 28: Goldman Sachs is making its ~$100 billion Treasury fund FTIXX available to institutional digital asset firms through the Lynq settlement network with trades handled by SEC-registered broker-dealer tZERO Securities – read tZERO’s announcement here.
  • September 28: Citi and Coinbase expanded their partnership to streamline stablecoin payments for business clients, integrating Citi’s Virtual Account Wallet with Coinbase’s payment infrastructure to enable conversion between fiat and stablecoins. This allows US institutional clients to accept stablecoin payments via Citi's Spring platform—with automatic settlement into fiat – read the press release here.
  • September 24: Several UK banks including Barclays, HSBC UK, Lloyds, Nationwide, and Santander have completed live customer transactions using tokenized sterling deposits as part of the “Great British Tokenized Deposit” initiative – read the article here.

Litigation, Enforcement, and Examination Developments

  • September 30: The CFTC announced that a federal court has ordered two defendants in Louisiana and Arkansas to pay more than $31 million in restitution and penalties for fraud involving digital assets and precious metals through the Fundsz scheme. These two individuals, along with two individuals from Florida, have been permanently banned from trading and registering with the CFTC – read the press release here.
  • September 29: The SEC filed two SDNY enforcement actions against Cryptoaiml Ltd. and TSAI Pro Ltd., alleging the offshore-controlled firms used WhatsApp and social media to run investment confidence scams involving fake crypto trading platforms and purported AI trading bots that misappropriated at least $15 million from thousands of investors while falsely claiming SEC regulation – read the article here and the SEC press release here.
  • September 28: Kalshi is ending its Volume Incentive Program amid allegations of wash trading and regulatory scrutiny, with plans to terminate the program no earlier than October 13 – read the CFTC filing here.
  • September 28: Richard Blumenthal released a Permanent Subcommittee on Investigations staff report analyzing transactions from 846 Iran-linked sanctioned wallets and asserting USDT has become a significant channel for sanctions evasion and illicit finance. Tether responded by emphasizing its cooperation with law enforcement and reporting that actions involving USDT resulted in roughly $550 million in Iran-linked freezes in 2026 – read the subcommittee report here, and Tether’s statement here.
  • September 28: The Sixth Circuit Court of Appeals ruled that Tennessee can enforce its sports betting laws against Kalshi, rejecting the company’s claim that its sports-event contracts are federally regulated “swaps” exempt from state oversight – read Tennessee’s press release here.
  • September 25: KelpDAO filed a lawsuit against LayerZero and its co-founder Bryan Pellegrino alleging undisclosed security weaknesses in LayerZero’s cross-chain technology contributed to the April 22 exploit that drained about $292 million in rsETH – read the article here and the KelpDAO announcement here.
  • September 25: Federal prosecutors in the Western District of Missouri charged Vietnam resident Trung Nguyen Van with money laundering in connection with an alleged pig butchering fraud in which a victim sent about $16 million in cryptocurrency to a purported platform called Triangle; prosecutors said additional US victims reported similar losses linked to wallets that funneled funds to Van’s crypto wallet – read the US Attorney’s Office statement here.
  • September 25: The DC Circuit upheld Bitcoin Fog operator Roman Sterlingov’s conviction and more than 12-year sentence, finding sufficient evidence that the mixer served customers in Washington, DC, potentially obscuring the path of funds in crypto transactions, and that the government’s forensic analyses linking Sterlingov to the service were reliable; the defense plans to seek en banc review – read the opinion 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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