News & Analysis as of

Howey

Fenwick & West LLP

SEC Staff Statement: Certain Liquid Staking Activities and Staking Receipt Tokens Do Not Involve the Offer and Sale of Securities

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On August 5, 2025, the Securities and Exchange Commission Division of Corporation Finance released a statement on liquid staking as a follow-on to its May 29, 2025, protocol staking statement. The liquid staking statement...more

The Rodman Law Group, LLC

What’s Next for Robinhood’s Tokenized Private Company Stocks?

In July 2025, Robinhood launched a new product in the European Union designed to give investors exposure to privately-traded U.S. companies through tokenized financial synthetics. The offering is part of Robinhood’s effort to...more

Troutman Pepper Locke

REITs, Investment Structures, and Investment Company Status

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Real estate investment trusts, or REITs, own more than $4 trillion of commercial real estate assets, according to information from the National Association of Real Estate Investment Trusts, an industry group. Broadly, REITs...more

Skadden, Arps, Slate, Meagher & Flom LLP

Howey’s Still Here: A Recent Reminder on the Limits of the SEC’s Crypto Thaw

The U.S. regulatory environment for digital assets has never been more promising for the industry. Since the change in administration, the Securities and Exchange Commission (SEC) has committed to stemming what it has...more

Latham & Watkins LLP

SEC Staff Clarifies That Liquid Staking Activities Do Not Implicate US Federal Securities Laws

Latham & Watkins LLP on

The Staff provides the market with additional crypto clarity, holding that liquid staking does not qualify as a security under the Howey test....more

Perkins Coie

SEC Statement on Liquid Staking: Helpful Guidance, With a Caveat

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Key Takeaways - - In a recently published statement, the Division of Corporation Finance clarified that certain standard liquid staking activities involving crypto assets—including the issuance and redemption of Staking...more

Mayer Brown Free Writings + Perspectives

SEC Staff Guidance on Liquid Staking Activities

On August 5, 2025, the staff (the “Staff”) of the Division of Corporation Finance (the “Division”) issued new guidance regarding certain Protocol Staking (defined below) activities.  This guidance builds on a May 2025 Staff...more

Katten Muchin Rosenman LLP

Liquid Staking Clears the Howey Hurdle

The Securities and Exchange Commission’s (SEC) Division of Corporation Finance issued a staff statement expressing its views that certain liquid staking activities fall outside the federal securities laws....more

DLA Piper

SEC Staff Concludes Protocol Staking Activities on Proof-of-Stake Networks Are Not Securities

DLA Piper on

On May 29, 2025, the Division of Corporation Finance of the US Securities and Exchange Commission (SEC) issued a statement clarifying its views on the application of federal securities laws to certain proof-of-stake (PoS)...more

Latham & Watkins LLP

SEC Staff Clarifies That Certain Protocol Staking Activities Do Not Implicate the Registration Requirements of the US Federal...

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The Staff clarifies that protocol staking does not qualify as a security under the Howey Test, clearing the way for market participants to engage in staking....more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC: Certain ‘Protocol Staking Activities’ Are Not Securities Transactions

On May 29, 2025, the Securities and Exchange Commission’s (SEC’s) Division of Corporation Finance issued a statement providing that certain cryptoasset staking activities in connection with proof-of-stake (PoS) networks do...more

Morrison & Foerster LLP

SEC Concludes Certain Protocol Staking Activities Are Not Securities Offerings

On May 29, 2025, the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (SEC) issued a statement[1] (the “Staking Statement”) concluding that certain protocol staking...more

Braumiller Law Group, PLLC

Hot Topics in International Trade - June 2025 - The Tokenization Rulebook: Compliance Strategies for the Digital Asset Revolution

Introduction: The Evolution of Real-World Asset Tokenization - Since Bitcoin’s creation in 2008, cryptocurrencies and traditional assets have largely existed in parallel. In our previous exploration of Real World Assets...more

A&O Shearman

SEC staff takes a position on the securities status of protocol staking activities

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On May 29, 2025, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued a statement concluding that certain proof-of-stake blockchain “staking” activities do not involve the offer or sale of “securities”...more

Fenwick & West LLP

SEC Staff Statement Concludes Protocol Staking Is Not a Securities Transaction

Fenwick & West LLP on

On May 29, 2025, the SEC’s Division of Corporation Finance (Corp Fin) released a Statement on Certain Protocol Staking Activities clarifying that certain crypto asset staking activities on proof-of-stake (PoS) blockchain...more

Lowenstein Sandler LLP

SEC Staff Clarifies That Certain Staking Activities Are Not Securities

Protocol Staking Under the Federal Securities Laws - Historically, the SEC has taken issue with certain staking activities under the federal securities laws. The SEC previously alleged that staking-as-a-service programs...more

ArentFox Schiff

NY Class Action Filed Against Nike Over Alleged NFT ‘Rug Pull’ and Unregistered Securities

ArentFox Schiff on

On April 25, purchasers of Nike non-fungible tokens (NFTs) filed a class action complaint in the US District Court for the Eastern District of New York against the sportswear giant alleging that the December 2024 shutdown of...more

Latham & Watkins LLP

SEC Staff Clarifies That Certain Dollar-Backed Stablecoins Do Not Implicate the Securities Laws

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The Staff noted that a stablecoin generally is not subject to SEC jurisdiction if it is not an investment and used solely for commercial activity....more

A&O Shearman

SEC Staff Provides Disclosure Guidelines for Crypto Asset Securities Offering

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On April 10, 2025, the staff of the SEC’s Division of Corporation Finance (the “Staff”) issued a Staff statement providing guidance on how existing disclosure requirements apply to offerings and registrations of crypto asset...more

King & Spalding

Gimme Shelter: CorpFin Rolls Out New Perspective on Covered Stablecoins

King & Spalding on

On April 4, 2025, the staff of the Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued a Staff Statement (the “Statement”) announcing its view that the offer and sale of Covered...more

Ropes & Gray LLP

SEC Crypto Roundtables Illuminate Regulatory Path for Digital Assets and Trading Platforms

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On April 10, 2025, the SEC’s newly formed Crypto Task Force held the second of its promised series of roundtables in the SEC’s “Spring Sprint Toward Crypto Clarity” initiative. Titled “Between a Block and a Hard Place:...more

ArentFox Schiff

SEC’s Division of Corporation Finance: Stablecoins Are Not Securities

ArentFox Schiff on

On April 4, the Division of Corporation Finance of the US Securities and Exchange Commission (SEC) issued a statement providing clarity on the application of federal securities laws to stablecoins, specifically those designed...more

Jones Day

SEC Division of Corporation Finance: Certain U.S. Dollar-Backed Stablecoins Are Not Securities

Jones Day on

As the Trump administration and Congress seek to establish clear digital asset regulation, uncertainty remains on whether federal agencies consider stablecoins to be "securities" under federal law....more

Morrison & Foerster LLP

U.S. SEC Issues Statement on Stablecoins

On April 4, 2025, the staff of the U.S. Securities and Exchange Commission (SEC or “Commission”) Division of Corporation Finance (“Staff”) issued a statement on stablecoins (the “Stablecoin Statement”), outlining the Staff’s...more

Fenwick & West LLP

SEC’s Corp Fin Says Most Stablecoins Are Not Exchanged in Securities Transactions

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On April 4, the SEC released a Statement on Stablecoins. In the statement, the Division of Corporation Finance provides its view that offers and sales of a certain subset of crypto assets commonly known as “stablecoins”...more

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