Current Month (July 2025)
PCAOB Survives (For Now), But Changes Begin
By Thomas W. White, Retired Partner, WilmerHale
The Public Company Accounting Oversight Board (“PCAOB”) remains intact notwithstanding legislative efforts to transfer its functions to the Securities and Exchange Commission (“SEC”). As previously noted, the “One Big Beautiful Bill Act” passed by the House of Representatives in May included a provision transferring PCAOB functions to the SEC. However, a comparable provision was removed from the Senate version of the bill pursuant to budget reconciliation rules. The legislation signed by the president on July 4 does not contain a PCAOB transfer provision.
Soon thereafter, on July 15, PCAOB Chair Erica Williams announced her resignation as chair and a board member, reportedly at the request of SEC Chairman Paul Atkins, effective July 22. The SEC designated PCAOB member George Botic as acting chair. Botic, who joined the Board in 2023, was previously its director of the PCAOB’s Division of Registration and Inspections.
Chair Williams’s announcement assessed her tenure as follows: “Under her leadership, the PCAOB developed and executed an ambitious strategic plan to modernize standards, enhance inspections, strengthen enforcement, and improve the PCAOB’s organizational effectiveness.” Many of the PCAOB’s actions during her tenure were controversial, and changes in PCAOB activities and priorities are to be expected.
On July 23, SEC Chair Atkins announced that the SEC is soliciting candidates for all five seats on the PCAOB. Atkins’s announcement indicated that the SEC intends to focus on the PCAOB budget (which, of course, could have programmatic impacts). Atkins “encourage[d] applications from candidates interested in furthering the public interest through the efficient stewardship of PCAOB resources.” He noted that over the last several years, the PCAOB’s budget has increased at a rate significantly faster than the SEC’s, during a “period in which the Board’s mission did not change materially.” Specifically, Atkins suggested that Board member compensation, which historically has been substantially higher than that of SEC commissioners, will be a subject for SEC review in connection with the PCAOB’s 2026 budget.
SEC’s Division of Corporation Finance Updates its Financial Reporting Manual
By Rani Doyle
On July 2, SEC staff updated its Financial Reporting Manual. Key updates reflect the 2020 amendments to Regulation S-X’s acquisition rules. The staff’s chart summarizing these and other FRM updates notes that other updates are still to be made on a handful of financial reporting topics.
SEC’s Division of Corporation Finance Presents C&DIs in a More User-Friendly Way and Updates C&DIs on Sections 13(d) and (g)
By Jennifer Zepralka, Liz Walsh, and Hema Gharia, Mayer Brown; Rani Doyle
On July 11, SEC staff updated guidance on Sections 13(d) and (g) and Regulation 13D-G. The updates, summarized in Mayer Brown’s “Across the Board” update, bring the Compliance and Disclosure Interpretations (“C&Dis”) into alignment with amendments to Regulation 13D-G adopted in October 2023.
Perhaps more newsworthy is that the staff is now presenting its C&DIs in a more user-friendly way, with a single webpage showing all categories of C&DIs and the most recent update.
The GENIUS Act Signed into Law
By Karen Liu, Reid & Wise LLC
On July 18, 2025, President Donald Trump signed into law the Guiding and Establishing National Innovation for U.S. Stablecoins Act (the “GENIUS Act”), right after the U.S. House of Representatives passed the GENIUS Act, the CLARITY Act and the Anti-CBDC Surveillance State Act on July 17, 2025. The latter two acts are now under consideration by the U.S. Senate.
The GENIUS Act is the first federal regulation of payment stablecoins. It will take effect on the earlier of the date that is eighteen months after its enactment or 120 days after the date on which the primary federal payment stablecoin regulators issue any final regulations implementing it. The GENIUS Act, among other things, provides for the following:
- A payment stablecoin is neither a “security” under federal securities laws, nor a “commodity” under the Commodity Exchange Act (Sec. 17).
- A permitted payment stablecoin issuer shall maintain identifiable reserves backing the outstanding payment stablecoins on an at least one-to-one basis, and reserves can be any of the eight enumerated types of liquid assets issued by the federal government or tokenized forms thereof (Sec. 4(a)(1)).
- A permitted payment stablecoin issuer is subject to requirements such as monthly examination by a registered public accounting firm and monthly certification by its chief executive officer and chief financial officer (Sec. 4(a)(3)).
- A permitted payment stablecoin issuer shall be treated as a financial institution for purposes of the Bank Secrecy Act (“BSA”), and as such, shall be subject to all federal laws “applicable to a financial institution located in the United States relating to economic sanctions, prevention of money laundering, customer identification, and due diligence” (Sec. 4(a)(5)).
- In bankruptcy proceedings, holders of payment stablecoins of a permitted payment stablecoin issuer will have priority with respect to the reserves (Sec. 11).
- A state-qualified payment stablecoin issuer with a consolidated total outstanding issuance of not more than $10 billion may opt for regulation under a state-level regulatory regime, provided that the state-level regulatory regime is substantially similar to the federal regulatory framework under the GENIUS Act (Sec. 4(c)(1)).
- A state-qualified payment stablecoin issuer with a payment stablecoin with a consolidated total outstanding issuance of more than $10 billion shall transit to federal oversight unless the applicable federal regulator waives so (Sec. 4(d)).
- Except for limited safe harbors provided in Section 3(c) and a limited foreign payment stablecoin issuer exception under Section 18, beginning on July 19, 2028, it shall be unlawful for a digital asset service provider to offer or sell a payment stablecoin to a person in the United States, unless the payment stablecoin is issued by a “permitted payment stablecoin issuer” under the GENIUS Act (Sec. 3(b)).
- Foreign payment stablecoin issuers need to meet all the requirements under Section 18, such as operating under a comparable regulatory regime, registration with the Office of the Comptroller of the Currency (“OCC”), holding sufficient reserves in a U.S. financial institution, and not domiciling in a jurisdiction subject to U.S. comprehensive economic sanctions or of primary money laundering concern (Sec. 18(a)).
SEC Chairman Paul S. Atkins and Commissioner Hester M. Peirce made statements on the same day, with Atkins inviting investors and market participants to “engage with the SEC staff on what is needed for our securities markets to take advantage of the GENIUS Act’s full potential.” To provide written input or request a meeting with the SEC’s Crypto Task Force, visit the Crypto Task Force webpage.
And More Crypto: SEC Launches “Project Crypto” and the White House Issues “Strengthening American Leadership in Digital Financial Technology”
By Rani Doyle
For further indications of where crypto may be heading, take a look at the July 30, 2025, report issued by President Donald Trump’s Working Group on Digital Asset Markets. The Fact Sheet for the report states that it “provides a roadmap” on fulfilling the promise to “make America the ‘crypto capital of the world.’” The Fact Sheet summarizes these Working Group recommendations:
- Congress build on the massive bipartisan House of Representatives vote for CLARITY by enacting legislation that:
- Eliminates existing gaps in regulatory oversight by providing the CFTC [(Commodity Futures Trading Commission)] authority to oversee spot markets for non-security digital assets.
- Embraces DeFi [(decentralized finance)] technology and recognizes the potential of integrating such technology into mainstream finance.
- The SEC and CFTC use their existing authorities to:
- Immediately enable the trading of digital assets at the Federal level by providing clarity to market participants on issues such as registration, custody, trading, and recordkeeping.
- Allow innovative financial products to reach consumers without bureaucratic delays through the use of tools like safe harbors and regulatory sandboxes.
- Regarding modernizing bank regulation for digital assets, that regulators take additional actions to:
- Relaunch crypto innovation efforts to clarify permissible bank activities in custody, tokenization, stablecoin issuance, and the use of blockchains.
- Promote transparency regarding the process for institutions to obtain bank charters or Reserve Bank master accounts.
- Ensure that bank capital rules are aligned with the actual risks associated with digital assets, not simply the fact of their presence on a distributed ledger.
- Regarding strengthening the role of the US Dollar:
- Treasury and the banking agencies faithfully and expeditiously implement the GENIUS Act.
- Congress take additional action to protect privacy and civil liberties by passing the Anti-CBDC Surveillance State Act to codify the provisions of the President’s Executive Order banning Central Bank Digital Currencies in the United States.
- Regarding combating illicit finance in the digital age:
- Treasury and the appropriate regulators provide clarity regarding BSA obligations and reporting.
- Congress reinforce the importance of self-custody and clarify the AML/CFT [(anti–money laundering / countering the financing of terrorism)] obligations of actors within the decentralized finance ecosystem.
- Regulators work to prevent the misuse of authorities to target lawful activities of law-abiding citizens and protect citizens’ privacy.
- And, regarding ensuring fairness and predictability in digital asset taxation:
- Treasury and the IRS reduce burdens on taxpayers by publishing guidance on topics related to CAMT [(corporate alternative minimum tax)], wrapping transactions, and de minimis receipts of digital assets.
- Treasury and the IRS review previously issued guidance on the tax treatment of activities like mining and staking.
- Congress enact legislation that treats digital assets as a new class of assets subject to modified versions of tax rules applicable to securities or commodities for Federal income tax purposes and add digital assets to the list of assets subject to wash sale rules.
ISSB Proposes Comprehensive Review of Priority SASB Standards
By Rani Doyle
On July 3, the International Sustainability Standards Board (“ISSB”), an independent, international body that develops influential global baseline sustainability disclosure standards, published two exposure drafts proposing amendments to the SASB Standards, as well as “consequential” (or aligning) amendments to its Industry-Based Guidance on Implementing IFRS S2, which sets forth standards for corporate disclosure of climate-related risks and opportunities.
The ISSB is conducting an online survey to solicit comments and hopes to reflect its work in 2026.
