Global Investment Law Watch

Exploring the legal and regulatory issues affecting the worldwide asset management community.

 

1
United States: SEC’s Division of Corporation Finance Clarifies That Participation in Certain Proof-Of-Stake Activities Does Not Require SEC Registration
2
United States: Department of Labor ESG and Cryptocurrency-Related Matters
3
United States: Wiretaps in the Web Code? The Asset Management Pixel Litigation Explained
4
United States: SEC’s Division of Trading and Markets Issues Crypto Asset-Related FAQs (And Withdraws Previous Guidance)
5
United States: Y’all Street to Attract Business With “Pro-growth” Legislation
6
Europe: Ireland Agrees Mutual Recognition of Funds Framework With Hong Kong
7
Asia: MAS Consults on Retail Access to Private Market Investment Funds
8
Europe: Central Bank of Ireland Updates its UCITS Q&A on Portfolio Transparency for ETFs
9
United States: The SEC Takes Another Key Step Toward Crypto Clarity
10
United States: SEC Appears Poised to Bolster Competition on “Y’all Street”

United States: SEC’s Division of Corporation Finance Clarifies That Participation in Certain Proof-Of-Stake Activities Does Not Require SEC Registration

By: Richard F. Kerr, Keri E. Riemer, and Caroline N. Roethlisberger

On 29 May 2025, the SEC’s Division of Corporation Finance (the Division) issued a guidance statement (Statement) related to certain protocol staking activities. The Statement addresses the impact of federal securities laws on staking of crypto assets on networks that use proof-of-stake (PoS) as a consensus mechanism (PoS Networks). Such activity is referred to as “Protocol Staking” and such assets, “Covered Crypto Assets.”

Specifically, the Division stated that (i) staking Covered Crypto Assets on a PoS Network; (ii) the activities undertaken by third parties involved in the Protocol Staking process (including third-party node operators, validators, custodians, delegates and nominators); and (iii) providing certain ancillary services related to Protocol Staking in the manner described in the Statement do not involve the offer and sale of securities within the meaning of Section 2(a)(1) of the Securities Act of 1933 (the Securities Act) or Section 3(a)(10) of the Securities Exchange Act of 1934 and, therefore, do not need to register under the Securities Act, or fall within an exemption from registration.

The Statement provides guidance solely with respect to Protocol Staking activities undertaken in connection with self (or solo) staking, self-custodial staking directly with a third party and through custodial arrangements. The Statement does not cover instances where a custodian selects whether, when, or how much of an owner’s crypto assets to stake.

With respect to ancillary services, the Statement provides that service providers—including custodians—may engage in activities that are ministerial or administrative in nature, including providing slashing coverage, early unbonding, alternate rewards payment schedule and amounts, and the aggregation of crypto assets.

The Statement follows recent guidance from the Division providing greater clarity on the application of the federal securities laws to digital assets, including an FAQ that addresses broker-dealer custody of digital assets.

United States: Department of Labor ESG and Cryptocurrency-Related Matters

By: Robert L. Sichel, Ruth E. Delaney, William P. Wade, and Lael R. Franco

The Department of Labor will engage in new rulemaking to replace Biden era regulations labeled “Prudence and Loyalty in Selecting Plan Investments and Exercising Shareholder Rights” that allowed plan fiduciaries may consider ESG factors when choosing ERISA retirement plan investments. The Department announced its intention in a filing to the Fifth Circuit Court of Appeals in connection with a legal challenge to the regulations.

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United States: Wiretaps in the Web Code? The Asset Management Pixel Litigation Explained

By: Michael J. Stortz and Jake Bernstein

Earlier this month, two investors filed a putative class action challenging the deployment of third-party tracking tools—including the Meta Pixel, LinkedIn Insight Tag, and Google Analytics—on the website and mobile app of a major asset management firm.

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United States: SEC’s Division of Trading and Markets Issues Crypto Asset-Related FAQs (And Withdraws Previous Guidance)

By: Keri E. Riemer, Richard F. Kerr, and Caroline N. Roethlisberger

On 15 May 2025, the US Securities and Exchange Commission’s Division of Trading and Markets (Division) released Frequently Asked Questions (FAQs) clarifying how certain broker-dealer and transfer agency rules relate to crypto asset activities. On the same day, the Division and FINRA’s Office of General Counsel withdrew their 8 July 2019 Joint Statement on Broker-Dealer Custody of Digital Asset Securities.

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United States: Y’all Street to Attract Business With “Pro-growth” Legislation

By: Jessica D. Cohn, Robert H. McCarthy Jr., and Yonathan Y. Tewelde

Growing corporate and financial industry interest in Texas as a viable alternative to Delaware for incorporation is creating a trend, which is being called “Dexit.”

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Europe: Ireland Agrees Mutual Recognition of Funds Framework With Hong Kong

By: Michelle Lloyd and Shane Geraghty

The Central Bank of Ireland (CBI) and the Securities and Futures Commission of Hong Kong (SFC) entered into a Memorandum of Understanding on 14 May 2025 establishing a framework for the mutual recognition of funds (MRF) between the two jurisdictions.

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Asia: MAS Consults on Retail Access to Private Market Investment Funds

By: Edward Bennett and Anu L. Jose

On 27 March 2025, the Monetary Authority of Singapore (MAS) issued a consultation paper on a proposed regulatory framework to allow retail investors to access private market investments through authorised long-term investment funds (LIFs).

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Europe: Central Bank of Ireland Updates its UCITS Q&A on Portfolio Transparency for ETFs

By: Lucy Deane, Hazel Doyle, and Nicola McCaffrey

In a move that will be welcomed by asset managers conducting ETF business in Ireland, or those who are hoping to move into the Irish ETF space, the Central Bank of Ireland has moved to allow for the establishment of semi-transparent ETFs by amending its requirements for portfolio transparency.

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United States: The SEC Takes Another Key Step Toward Crypto Clarity

By: Keri E. Riemer, Richard F. Kerr, and Caroline N. Roethlisberger

On the heels of other guidance issued by the US Securities Exchange Commission’s (SEC) Division of Corporation Finance (Division), the Division released a statement (Statement) on 10 April 2025 addressing its views about, among other things, certain disclosure requirements for certain registration forms under the Securities Act of 1933, including Form S-1, and registration forms under the Securities Exchange Act of 1934, including Form 10. As Form S-1 is used by commodity based exchange-traded products (ETPs), including spot bitcoin and ether ETPs, the Division’s guidance will impact such ETPs and others that follow a similar registration path.

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United States: SEC Appears Poised to Bolster Competition on “Y’all Street”

By: Jessica Cohn and Caroline Roethlisberger

On 4 April 2025, the Securities and Exchange Commission (SEC) published Texas Stock Exchange’s (TXSE) Form 1 Application and Exhibits, indicating that the SEC intends to grant TXSE’s registration as a national securities exchange. The application provides new details about TXSE, including its proposed listing standards and requirements and the technology to be utilized. TXSE has previously announced that it expects to receive that necessary SEC approval and be listing companies and funds on its exchange by early 2026.

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