Global Investment Law Watch – Exploring the legal and regulatory issues affecting the worldwide investment community.

United States: Senators Unveil Crypto Market Structure Principles in Lead-up to the Senate’s Version of the CLARITY Act

Jun 27 2025

By: Sarah V. Riddell and Vivian K. Bridges

On the heels of the House Financial Services Committee’s introduction of the CLARITY Act, Republican senators who serve on the Senate Banking Committee introduced their “Crypto Market Structure Principles” (the Principles) to establish a “baseline” for negotiating the Senate’s version of its market structure bill. Shortly after releasing the Principles, the Digital Assets Subcommittee of the Senate Banking Committee held a hearing on market structure.

United States: The Great SEC Spring Clean Up–14 Proposals Wiped Away

Jun 13 2025

By: Lance C. Dial, Keri E. Riemer, and Lael R. Franco

Spring is a time of renewal, and the US Securities and Exchange Commission (SEC)–under its new chairman, Paul Atkins–has shown that. On 12 June 2025, the SEC withdrew 14 proposed rules impacting funds and asset managers, including several that had been vigorously opposed by the industry. A complete list is below, but highlights include proposed rules relating to safeguarding (custody), predictive data analytics (AI), ESG-related disclosures, outsourcing and cybersecurity.

United States: STOP! START AGAIN! JUST KIDDING, STOP AGAIN! SEC Provides 11th Hour Extension of Compliance Date for Amended Form PF

Jun 11 2025

By: Pablo J. Man and Ruth E. Delaney

With less than a day to go before the 12 June 2025 compliance date for the SEC and CFTC’s jointly adopted amendments to Form PF, the SEC, together with the CFTC, voted today to further extend the compliance date for the amended form to 1 October 2025.

Australia: Full Federal Court Finds in Favour of ASIC Appeal Concerning the Scope of the “Authorised Representative” Exemption

Jun 11 2025

By: Kane Barnett and Isaac Gilmore

The Full Federal Court (the Court) has ruled in favour of the Australian Securities and Investments Commissions’ (ASIC) appeal as to whether BPS Financial Pty Ltd (BPS) could rely on the ‘authorised representative’ exemption in relation to issuing their ‘Qoin Wallet’ product (see our previous post for background). The authorised representative exemption is commonly relied upon and allows a person or entity to provide a financial service under the Corporations Act on behalf of the holder of an Australian financial services licence (AFS licence) without having to hold an AFS licence itself.

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

Jun 03 2025

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

Jun 03 2025

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.

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

May 28 2025

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.

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

May 20 2025

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.

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

May 16 2025

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.”

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

May 16 2025

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.