#182 - Lewis Cohen explains new SEC & CFTC token guidance
About this episode
Lewis Cohen discusses the recent SEC and CFTC guidance on how federal securities laws apply to crypto assets and transactions.
When does transacting in a crypto asset become a securities transaction? The SEC and CFTC recently issued an interpretation clarifying how the federal securities laws apply to certain crypto assets and transactions involving crypto assets. Joining to discuss that is Lewis Cohen, co-chair of Cahill’s digital assets and emerging technologies practice and one of the leading experts on the application of U.S. securities laws to crypto. Timestamps: ➡️ 2:26 — Why a token can be a non-security asset , but still sold in a securities transaction ➡️ 4:21 — The SEC’s “attachment and separation” concept explained ➡️ 7:22 — Secondary market transactions and the limits of existing case law ➡️ 11:15 — Why third parties may be exposed to securities law risk ➡️ 14:09 — Who counts as an “issuer” in crypto—and why the concept breaks down ➡️ 17:56 — What qualifies as a promise or representation under Howey ➡️ 23:27 — Why disclosure—not classification—is the real solution ➡️ 25:46 — Can an investment contract “detach” once promises are fulfilled? ➡️ 30:19 — Civil liability, enforcement risk, and second-order market effects ➡️ 34:42 — The danger of bifurcated markets and uneven information access…
Sponsors
Day One Law
More episodes of Law of Code
- #186 - AI & Legal Privilege
- #185 - When Circle must freeze USDC (and when they probably should) with Austin Campbell
- #184 - Transaction Denied: Rainey Reitman on Financial Censorship
- #183 - A founder's playbook for new SEC crypto guidance
- #181 - Fixing crypto's banking bottleneck with Aaron Brogan
- #179 - This month in crypto law: March 2026
Explore listener stats, chart rankings, contacts and more on the Law of Code podcast page.