The Coinbase program was clearly the offering of a Coinbase debt security to retail investors without registration under the Securities Act. While the SEC may not have been as transparent as it should have in the reasoning for its determination that the program involved securities, the legal status of the program was not really a close call (see ). Thus, creators of digital asset products should not assume, based on this case, that the SEC will necessarily deem their products to be…

The issues raised by the letter - particularly as to conflicts of interest and disclosure - are matters of genuine policy concern and are not going to go away. The financial industry should work with legislators and regulators to craft improvements in the laws governing SPACs.

Legislators and regulators might also consider whether some degree of self-criticism is in order as to the costs that they have imposed on ordinary initial public offerings of securities. These costs are at…

As the SEC no-action letter notes, Rule 15c2-11 has by its terms always applied to debt securities, or at least it has not expressly carved them out from its application. This raises the interesting question of why no one had noticed this when the Rule was adopted, back in 1971. A possible reason is that the rule applies to quotes on a "quotation medium," which was defined as a "communications network . . . used by brokers or dealers to make known their interests in transactions in any…

For many or most issuers, the disclosure as to the risks of legislative change is likely to be more significant than the risks as to the tangible effects of climate change. As to disclosing the physical risks, any such disclosure would necessarily depend on assumptions as to, at a minimum, the amount of such change and the timing. For the disclosures to be meaningful and comparable, should the SEC be postulating presumed changes in climate? Otherwise, firms' disclosures will be based on…