Here’s the intro from this Cooley Alert penned by Derek Colla, Pang Lee, Rodrigo Seira, Joyce Wang and Will Pao:
“For years, the Securities and Exchange Commission’s invitation to crypto companies sounded simple: “Come in and register.” But there was no map, no guide and no obvious way forward – only uncertainty and risk. That changed on April 10, when the SEC’s Division of Corporation Finance released its first real roadmap for how crypto companies offering securities should disclose key information.
Importantly, the new guidance applies only to crypto assets that are securities, often referred to as “security tokens” or “tokenized securities.” Crypto assets that are not securities, such as many memecoins and stablecoins, are not subject to these registration and disclosure requirements.
This shift reflects a broader change in tone under the Trump administration. Under President Donald Trump, the SEC has adopted a more practical, engagement-focused approach to crypto regulation – clarifying, for example, that memecoins and stablecoins are typically not securities and pulling back from aggressive enforcement actions. Nonetheless, the core principle remains unchanged: If a crypto asset is a security, it must comply with the securities laws, including registration and disclosure obligations. The new guidance provides, for the first time, detailed direction for how to meet those requirements.
While the guidance does not alter the fundamental legal framework, it finally addresses a critical, long-standing industry question: What exactly must crypto asset securities issuers do to comply?“
Authored by
Broc Romanek