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ARTICLE · 27 MARCH 2026

Breaking Up Is Hard To Do: Howey And The SEC's Crypto Asset Classification Guidance

Cahill Gordon & Reindel LLP
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In this client alert, Lewis Rinaudo Cohen, Samson Enzer, Gregory Strong, Gary Kalbaugh, Brian Farber, and Edward Leaf examine the SEC's key positions in an interpretive release titled...

United StatesTechnology
Lewis Rinaudo Cohen
Lewis Rinaudo Cohen
Samson A. Enzer
Samson A. Enzer
Gregory Strong
Gregory Strong
Gary Kalbaugh
Gary Kalbaugh
Edward A. Leaf
Edward A. Leaf
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Introduction and Background

On March 17, 2026, the Securities and Exchange Commission (the "SEC") and the Commodity Futures Trading Commission (the "CFTC") jointly issued an interpretive release titled "Application of the Federal Securities Laws to Certain Types of Crypto Assets and Certain Transactions Involving Crypto Assets" (Release Nos. 33-11412 and 34 105020, the "Interpretation").1 The Interpretation supersedes the 2019 Digital Asset Investment Contract Analysis Framework issued by the SEC staff (the "Staff") and reflects the materially changed regulatory posture of the SEC under Chairman Paul S. Atkins and the Crypto Task Force established in January 2025. In addition, in a sign of the new level of cooperation between the agencies, the CFTC stated that it will administer the Commodity Exchange Act (the "CEA") in a manner consistent with the Interpretation.

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