North America: Finance and Banking

The SEC's proposed Regulation Crypto Assets introduces two new exemptions for token offerings and establishes a novel filing mechanism through Form TR that would allow issuers to formally declare when promised managerial efforts have ended. While the proposal offers a path toward regulatory certainty for crypto assets transitioning out of investment contract treatment, its effectiveness will depend on whether market participants embrace a framework that requires detailed disclosures, ongoing reporting oblig

The Federal Reserve has established a four-part safe harbor for determining when voting trusts, buy-sell agreements, and similar shareholder arrangements will not be treated as a "company" under the Bank Holding Company Act. Understanding these requirements is critical for structuring governance arrangements that avoid unintended regulatory consequences, particularly regarding termination provisions that override state perpetuity laws.

The SEC has increased the financial thresholds for "qualified client" status under Rule 205-3, affecting when investment advisers may charge performance-based compensation.