Atkins: SEC takes ‘most historic step yet’ on crypto regulation
The proposal also introduces a conditional safe harbor that would exclude certain crypto assets from the definition of an “investment contract” under the Securities Act of 1933 and the Securities Exchange Act of 1934, provided specified conditions are met.
Assets that fall outside the investment contract definition are not securities and thus not subject to SEC registration, custody rules, or the disclosure obligations that shape how advisors can recommend or hold them for clients.
A state preemption provision would override state-level securities registration requirements for compliant offerings and certain secondary market transactions. States would retain fraud enforcement authority but could no longer impose their own registration hurdles; a significant simplification for issuers operating across multiple jurisdictions.
The Commission has structured the framework to align with existing templates from the JOBS Act of 2012, specifically Regulation Crowdfunding and Regulation A+, with modifications suited to the distinct economics of crypto fundraising.
Commissioner Hester Peirce, a longtime advocate for clearer crypto rules, noted that “our rules need to be tailored to changing market developments and designed to protect investors and market integrity.” Commissioner Mark Uyeda, who led the SEC’s crypto task force earlier this year, was candid about the past: “Those who sought to register their crypto offerings were often given a bureaucratic runaround with no resolution in sight.”
