The U.S. Securities and Exchange Commission published remarks by Acting Chairman Mark T. Uyeda opening the Crypto Task Force’s inaugural roundtable, focused on the legal issues involved in classifying crypto assets under the federal securities laws. Uyeda framed the central challenge as persistent disagreement over how the Supreme Court’s investment contract test in SEC v. W.J. Howey Co. applies to crypto assets. Uyeda highlighted that uncertainty is amplified by divisions among federal courts of appeals on key Howey elements, including whether investor funds must be pooled with pro rata profit distribution or whether shared risk is sufficient, how directly investor fortunes must depend on a promoter’s expertise, and whether an investment contract requires post-sale efforts by a promoter or can be satisfied by significant pre-purchase managerial activities. He noted that, in prior areas where judicial decisions created uncertainty, the Commission and staff have provided guidance through notice-and-comment rulemaking or explanatory releases, and argued that a similar approach, rather than reliance on enforcement actions, should have been considered for crypto asset classification, with the roundtable positioned as a first step.
U.S. Securities & Exchange Commission 2025-03-21
U.S. Securities and Exchange Commission convenes inaugural Crypto Task Force roundtable on crypto asset classification under federal securities laws
The U.S. SEC's Acting Chairman, Mark T. Uyeda, addressed the Crypto Task Force's inaugural roundtable, focusing on legal challenges in classifying crypto assets under federal securities laws. Uyeda highlighted uncertainty from differing federal court interpretations of the Supreme Court’s investment contract test in SEC v. W.J. Howey Co. He advocated for guidance through rulemaking or explanatory releases instead of enforcement actions, positioning the roundtable as an initial step.