When President Biden issued an extensive , many in the digital asset industry hoped that the Federal Government would develop and implement a more supportive approach to the industry - ideally by proposing a workable system of disclosure rules for the distribution of such assets and facilitating the development of digital asset infrastructure. That hope appeared somewhat over-optimistic as the Order did not provide any clear direction, with half of the Order announcing the President's…

The potential imposition of a large fine for each recordkeeping violation, if there is no evidence of fraud, is disconcerting. It raises a question as to how penalty amounts should be calculated. As applied to violations such as trade reporting failure or recordkeeping failures (where a flawed process can result in thousands of violations), the potential penalty amounts can quickly become astronomic.

Given that 60 percent of the IPO market is through SPACs, the SEC should examine whether the SPAC process is working for retail investors. However, the SEC should equally examine why the traditional IPO market is unattractive, and whether the traditional regulation of such offerings (as well as the ongoing regulation of public companies) makes going public less attractive. While Commissioner Crenshaw hints that the SEC should look at the regulation of traditional IPOs, she seems…

Some of the language in the comment letter - such as admonishing the SEC to reconsider its cost-benefit analysis - could portend the bringing of a legal challenge under the Administrative Procedure Act.