In late May, the SEC’s Division of Corporation Finance issued formal guidance clarifying how federal securities laws apply to crypto‑asset projects . This represents a pivot from an enforcement-focused model toward rule-based transparency.
Core objectives of the guidance:
Help crypto projects determine when tokens are securities.
Outline disclosure responsibilities tied to Forms S‑1, 10‑K, Regulation S‑K, etc.
Require transparent filing of key business, risk, financial, and smart-contract info .
✍️ Top 5 Takeaways
1. More transparency, less enforcement By proactively detailing registration and disclosure norms, the SEC signals it wants compliance, not just court cases .
2. Security classification clarified Tokens tied to investment contracts must be registered. The guidance helps projects understand if their crypto is considered a security or not .
3. Staking gets exemptions Proof‑of‑stake rewards—like validator income—are recognized as compensation for service, not profits from others, thus non‑securities . But high‑yield, guaranteed DeFi products remain out of bounds.
4. SEC tone shift The commission is cooling enforcement under Chair Paul Atkins and Commissioner Hester Peirce, emphasizing roundtables, task force engagement, and less reliance on lawsuits .
5. Potential confusion Some former SEC officials caution that the guidance conflicts with court rulings—staking rulings may face legal challenges .