Crypto Task Force Written Input

Please find written input submissions to the Crypto Task Force below. The written input is posted without modification. We hope sharing the submissions will help encourage productive dialogue and continued engagement. Please note that the “Key Points” and “Topics” are AI generated. AI can make mistakes, and the Key Points and Topics are not a replacement for you reading the submissions. The Crypto Task Force has not reviewed these AI-generated summaries for accuracy or completeness. If you believe a Key Point or Topic is inaccurate, please email the Crypto Task Force at crypto@sec.gov. The written input provided to the SEC and posted on this page does not necessarily reflect the views of the Crypto Task Force or others in the U.S. Securities and Exchange Commission.

Date Written Input Topic(s) Key Points
Professor Edward Lee, Santa Clara University School of Law

Re: Recommendations for Treatment of NFTs for Digital Art Under Securities Law and the First Amendment 		Public Offerings, Security Status, Tokenization
  • NFTs for digital art do not constitute investment contracts under the Securities Act of 1933.
  • Requiring securities registration of NFTs for digital art violates the First Amendment by imposing prior restraints on creators of artistic expression.
  • The SEC should issue public guidance stating that NFTs used for digital art do not constitute securities or “investment contracts.”
Ronald Hale

Letter to the Crypto Task Force 		Custody, Public Offerings, Regulatory Sandbox, Security Status, Tokenization, Trading
  • The SEC should implement a ban list of individuals and entities known for exploiting investors, similar to stock market practices, and require regulated entities to screen against it.
  • Stablecoins need regular auditing and reserve transparency, while meme coins should face stricter scrutiny due to their speculative nature.
  • DAOs should have clear governance and voting transparency, and mining regulations could promote sustainable practices.
     
Figure Markets

Submission to SEC Crypto Task Force 		Crypto Lending, Custody, Public Offerings, Regulatory Sandbox, RFI Responses, Safe Harbor, Security Status, Tokenization, Trading
  • The SEC should clarify the security status of crypto assets like stablecoins, wrapped tokens, and NFTs to foster innovation and protect investors.
  • Tailored disclosure requirements for specific non-security crypto asset categories should be established to ensure transparency and investor protection.
  • A safe harbor provision, such as Rule 195, should be considered to encourage blockchain development within regulatory parameters.
Alternative Investment Management Association (AIMA)

Re: AIMA written input to the SEC’s Crypto Task Force 		Crypto ETPs, Crypto Lending, Custody, Public Offerings, Regulatory Sandbox, RFI Responses, Safe Harbor, Security Status, Tokenization, Trading
  • AIMA recommends the SEC adopt a clear, principles-based regulatory approach toward crypto assets, recognizing their diverse nature and use cases.
  • AIMA urges the SEC to provide clear custody guidelines for RIAs and other institutional investors, emphasizing the need to withdraw the proposed Safeguarding Rule.
  • AIMA suggests that the SEC consider adopting a version of Rule 195 to provide clarity on when a token sale ceases to be an investment contract and when a network achieves sufficient decentralization.
Ronald Hale

Letter to the Crypto Task Force 		Custody, Public Offerings, Regulatory Sandbox, Security Status, Tokenization, Trading
  • The proposed framework introduces the "Satoshi test" to classify crypto assets, focusing on investment of value, centralized control, expectation of returns, efforts of others, decentralization level, and transparency.
  • Regulatory components include guidelines for development and governance, classification of coins and tokens, oversight of economic activities like staking and mining, funding mechanisms, and standards for trading platforms and wallets.
  • Recommended investor protection measures include education campaigns, dispute resolution mechanisms, compensation funds or insurance for fraud victims, and international collaboration to address cross-border crypto issues.
     
Lewis Cohen, Cahill Gordon & Reindel LLP

What We Talk About When We Talk About (Tokens) 		Public Offerings, RFI Responses, Safe Harbor, Security Status
  • The absence of a clear regulatory perimeter for crypto asset activity in the U.S. has resulted in market structure distortions and challenges for price discovery in the crypto asset sector.
  • Fundraising transactions involving crypto assets intended to develop, improve, or promote a blockchain system must be registered with the Commission or exempt from registration.
  • The Commission should consider adopting safe harbor guidance for subsequent sales of crypto assets by project teams or insiders, subject to certain conditions.
Sara Hanks, CrowdCheck Law LLP

Letter to the Crypto Task Force 		Public Offerings, RFI Responses, Security Status, Tokenization, Trading
  • The document discusses the need for clear guidance on whether crypto assets fall within the definition of "security" and how they should be treated under GAAP.
  • It emphasizes that Regulation A is suitable for public offerings of tokenized traditional securities or novel crypto assets, without significant rulemaking.
  • The document highlights the importance of preemption of state laws for secondary trading of securities issued under Regulation A.
Lee Reiners, Duke University

Prepared Statement for SEC’s Crypto Task Force March 21, 2025 Roundtable titled “How We Got Here and How We Get Out – Defining Security Status” and Responses to “Security Status” Questions in SEC Commissioner Hester Peirce’s February 21, 2025 Statement... 		Custody, Public Offerings, RFI Responses, Safe Harbor, Security Status, Tokenization, Trading
  • The Howey test has been consistently applied to cryptocurrency cases, reaffirming that digital tokens, when offered and sold under investment schemes, are investment contracts subject to federal securities laws.
  • Federal courts have repeatedly confirmed the SEC’s jurisdiction in numerous crypto-related enforcement actions, with the SEC winning or settling the vast majority of over 200 cases.
  • The SEC’s shift in enforcement strategy in 2023, targeting crypto exchanges rather than individual token issuers, has been affirmed by courts, reinforcing the applicability of Howey to these platforms.
     
Anthony Guerino

Proposal to the Crypto Task Force: Positioning for the Tokenized Economy 		Crypto Lending, Custody, Public Offerings, Regulatory Sandbox, Security Status, Tokenization, Trading
  • Advocate for regulatory clarity on XRP, tokenized assets, and stablecoin-AMM integrations.
  • Encourage liquidity infrastructure development to support institutional tokenization initiatives.
  • Monitor BIS and IMF-backed digital currency pilots for integration opportunities.
Josh Lawler, Zubler Lawler

There Must Be Some Kinda Way Out of Here[1] Part I -- Security Status[2] 		Custody, Public Offerings, Security Status, Tokenization, Trading
  • The definition of "Security" for the '33 Act should be "Something sold in a Capital Raise," with exclusions similar to current ones. The '34 Act should maintain its current definition of "Security" with a clarification that the Howie test investment contract analysis is not applicable to secondary sale transactions.
  • The SEC should regulate activities involving delegated staking, where a third-party generates a return based on the provision of compute resources or liquidity, as these activities likely constitute an "investment contract."
  • The Commission should address the status of liquid staking tokens under federal securities laws, recognizing that these tokens are not issued in a Capital Raise and should not be subject to regulation under the '33 Act.