J.W. Verret, a securities professor at George Mason University's law school, stated that U.S. Securities and Exchange Commission (SEC) Chair Gary Gensler has not addressed Commissioner Mark Uyeda's suggestion to update form S-1 to better suit cryptocurrency. Verret shared his statement with Federal Newswire on July 2.
"It's a good question," said Verret. "It's a fair question. It's not one that Gensler's been willing to address."
According to a post on the SEC's website, on July 1, Commissioner Uyeda shared a statement regarding the registration of index-linked annuities. Uyeda noted that form S-1, the default form for registering any securities products, has historically been used for registered index-linked annuities (RILAs). However, he said the form requires information that is not necessarily relevant to a RILA purchaser while omitting information that may be material. Consequently, the SEC adopted the RILA Act and amended form N-4 to better suit RILA products.
Uyeda mentioned in the footnotes of his statement on the adoption of the RILA Act that the SEC has taken a similar approach to certain other securities products but not to cryptocurrencies. "Many of these issuers and crypto digital assets have characteristics for which Form S-1 may technically require information that is not relevant or applicable but does not require certain information that may be material," Uyeda said. He added that this approach to digital assets is "problematic," stating it "neither facilitates capital formation nor protects investors." Uyeda suggested that allowing variation from form S-1 for digital assets might lead to more relevant information about registered crypto securities offerings and subsequently greater investor protection.
SEC Commissioner Hester Pierce called Uyeda's recommendation a "great suggestion," according to a post on X.
Verret is an associate professor of law at George Mason University, where he teaches Banking, Securities, and Corporation Law. According to the university's website, he has previously served on the Investor Advisory Committee of the SEC and as Senior Counsel and Chief Economist for the U.S. House Financial Services Committee.
