It’s a critical period in the evolution of a digital asset ecosystem, as a more permissive regulatory environment has created new opportunities for digital asset ventures. On May 19, 2026, Skadden attorneys and industry leaders met to discuss current and future trends that are shaping the digital asset landscape, and some of the regulatory, practical and technical challenges that businesses need to navigate. Below are summaries of the five panel discussions that day.
Moderators:
- Mark Chorazak / Partner, Financial Institutions Regulatory
- Alexander C. Drylewski / Partner, Litigation
- Stuart D. Levi / Partner, IP and Technology Transactions
- Daniel Michael / Partner, White Collar Defense and Investigations
Panelists:
- Eun Ah Choi / Global Head of Regulatory Operations, Nasdaq
- Lara Flath / Partner, Complex Litigation and Trials, Skadden
- Michelle Gasaway / Partner, Capital Markets, Skadden
- Kevin Hardy / Partner, Investment Management, Skadden
- Samantha Lawson / Director and Associate General Counsel, Coinbase
- Glen Strong / Associate, Finance, Skadden
- Aaron Washington / Counsel, White Collar Defense and Investigations, Skadden
- Alex Zozos / General Counsel, Superstate
Topics:
- Trends and Challenges in Tokenized Securities
- Secondary Trading and Market Infrastructure
- The SEC’s Evolving Guidance on Project Crypto
- Practical Issues in Real-World Asset Tokenization
- Fintechs and the Transition to Bank Charters
Trends and Challenges in Tokenized Securities
Moderator: Daniel Michael
Panelists: Kevin Hardy, Alex Zosas (Superstate)
Panelists discussed the challenges and opportunities arising from the increasing popularity of tokenized securities.
The Securities and Exchange Commission (SEC) is expected to release its so-called innovation exemption for tokenized securities on decentralized finance (DeFi) platforms soon. The panel said that this will be a meaningful step. However, regulators and the industry likely will still need to work together to address structural hurdles such as know-your-customer (KYC) and anti-money laundering (AML) compliance requirements, Office of Foreign Assets Control (OFAC) sanctions compliance, and core security obligations.
The panelists reminded guests that, while tokenization increases access to capital markets and has many other benefits, the securities laws still apply to tokenized assets that are deemed securities. Just because a security is tokenized, does not change the asset’s underlying characterization. A lot of issues still need to be addressed, but the SEC has been more actively engaged than ever, and the staff is looking for, and open to, feedback.
There is a much more collaborative relationship between the SEC and market participants under the current administration. The SEC seeks to balance fostering an environment that supports innovation and adhering to its core protections and missions. Regulators are increasingly willing to focus on first principles (e.g., managing conflicts of interest, misappropriation) to find an exemption or other relief that works so long as it does not compromise on those principles. The SEC is actively seeking public comment and feedback, moving away from a “take it or leave it” regulatory stance.
The panelists noted that market fragmentation remains a significant challenge, acting as a barrier to liquidity and price discovery. The industry is developing rapidly, resulting in both challenge and opportunity. The SEC is moving in the right direction, and the evolution is happening much faster than it did for exchange-traded funds (ETFs) and asset-backed securities, which required regulatory relief initially before formal rulemaking. This will take time, but the momentum is strong.
Secondary Trading and Market Infrastructure
Moderator: Aaron Washington
Panelists: Michelle Gasaway, Eun Ah Choi (Nasdaq)
Panelists discussing secondary trading and market infrastructure described the three-layer model behind the tokenization ecosystem: the instrument, the platform and the custody/post-trade structure.
A recurring theme in the regulatory framework is that a security remains a security regardless of form. This means regulatory treatment must be consistent whether an instrument exists in paper, electronic or tokenized format, and that market participants must anchor their operations in core principles such as best execution and investor protection, even in the absence of formal rules.
The shift toward 24/7 trading will create significant operational pressure on existing systems, particularly relating to corporate actions and market surveillance, while exchanges are working to ensure that tokenized and traditional versions of the same stock remain fungible by using the same matching engines and CUSIPs.
Panelists advised that market participants facilitating transactions should document how they are meeting standard requirements despite technological shifts; maintaining flexible controls that satisfy core security laws so they can pivot when formal rules are finalized without overhauling their architecture; and rigorously vetting new third-party technology providers whose entry into well-established systems introduces new risk vectors.
Issuers were also counseled to be proactive in understanding synthetic or tokenized versions of their stock that may already be trading on secondary markets, even if they have not yet issued tokens themselves.
The SEC’s Evolving Guidance on Project Crypto
Moderator: Alex Drylewski
Panelists: Daniel Michael, Samantha Lawson (Coinbase)
The panelists discussed the SEC’s recent guidance clarifying the application of federal securities laws to crypto assets, saying that the guidance represents a significant and positive shift for the digital assets industry. Among other things, departing from the widely criticized 2019 framework, it offers a binding, well-reasoned and specific application of the Howey test to crypto assets, naming specific assets that would not be considered securities.
The guidance clarifies core concepts such as the irrelevance of utility in determining that determine security status; the exclusion of post-offering services and supply/demand dynamics from reasonable profit expectations; and a narrowed interpretation of “essential” managerial efforts. Its alignment with established Howey case law makes it likely to be persuasive to courts, although the guidance is not binding law.
The panelists further discussed that there is renewed industry engagement with the SEC through initiatives like the Crypto Task Force and project-based roundtables. This has reduced litigation risk from the federal government. However, the plaintiffs’ bar remains active in pursuing aggressive interpretations.
The regulatory landscape remains fragmented at the state level, and the guidance is viewed as complementary to potential legislation like the Clarity Act, which could address any remaining gaps in areas such as secondary market transitions and decentralized networks.
Looking ahead, the SEC staff is bound by the guidance, limiting aggressive enforcement in nonegregious cases. However, there are still a number of areas where challenges remain. These include significant infrastructure challenges around custody, KYC and traditional finance integration. The panelists identified “decentralization milestones” as one of the most complex areas for companies to navigate on an ongoing basis.
Practical Issues in Real-World Asset Tokenization
Panelists: Stuart Levi, Glen Strong
The panel addressed two key practical challenges in real-world asset (RWA) tokenization.
First, it explored how the Uniform Commercial Code’s (UCC’s) new Article 12 modernizes the treatment of digital assets by introducing the concept of “controllable electronic records,” enabling secured parties to perfect security interests through control rather than relying solely on financing statements, and allowing qualified purchasers to take assets free of prior claims.
However, significant challenges remain: Article 12 governs only the digital token and not the underlying real-world asset (which remains subject to other bodies of law), state adoption of the 2022 amendments is still incomplete, and if multi-signature custody arrangements are used, such arrangement must be carefully structured to satisfy the definition of control.
Second, the seminar examined the role of oracles in bridging the “connectivity gap” between blockchains and off-chain data. Because blockchains cannot natively access real-world information, oracles serve as essential intermediaries that feed external data on-chain. This dependency, however, introduces centralization risk, trust and accuracy concerns, and cost and latency trade-offs stemming from gas fees associated with frequent on-chain data updates.
Fintechs and the Transition to Bank Charters
Panelists: Mark Chorazak, Nate Balk
After nearly 20 years with few new bank entrants in the U.S., the banking charter landscape is experiencing a significant revival, driven largely by fintechs and digital asset firms. In 2025, we saw 14 new applicants move through the system.
These companies are motivated by a favorable regulatory environment, the maturity of their compliance operations and the strategic advantages of a bank charter — particularly, access to low-cost deposit funding, federal preemption for nationwide operations and direct access to the Federal Reserve’s payment systems. In addition, many new entrants see a potentially narrow, highly favorable regulatory window now to gain entry to the market under the current administration.
Historically regulatory staff viewed any hint of operational risk as an application “deal-killer,” leaving filings in limbo for 300 to 400+ days. Regulators now appear to recognize that their mandate is not to police the system with a “no risk” mindset. They have openly stated that innovation is healthy and focused on the benefits of financial innovation and competition.
On the practical side, the non-depository national trust charter has emerged as a popular vehicle for crypto and stablecoin issuers. This charter allows firms to leverage federal preemption without the heavy capital obligations or holding company regulations tied to traditional deposit-taking banks. However, this trend has drawn political and pushback and raises concerns about counterparty risk.
Historically, firms preferred to buy an existing bank because it was perceived as regulatorily and operationally advantageous. Today, the strong preference is to charter a new bank from scratch to take advantage of the agencies’ more predictable application review timeframes and to avoid inheriting outdated technology and systems.
Management hires are critical. The single biggest accelerant for a fintech’s application is hiring a traditional banking veteran (e.g., a CFO or CEO with 15 to 20 years of depository institution experience). This builds early credibility with regulators.
A banking charter is a “game-changer” for the buy-now-pay-later sector. It eliminates their operational dependency on partner banks, removes the need for state-by-state lending/collection licenses, and provides a massive competitive advantage via cheap deposit funding.
This memorandum is provided by Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.