USA LAW AND PRACTICE Contributed by: Margo H.K. Tank, Michael Fluhr, Era Anagnosti, Kristin Boggiano, David Stier, Liz S. M. Caires, Adam Dubin, Emily Honsa Hicks, Kathleen Birrane and Chezelle McDade, DLA Piper LLP
2.7 No-Action Letters Regulators generally provide “no-action” letters when their staff will not recommend enforcement action against particular persons or companies based on specific facts and circumstances presented in the request for a no-action letter and/or in connection with an investigation. In December 2025, SEC issued a no-action letter to the Depository Trust Company (DTC) regarding the DTC’s development and launch of a pilot programme for its securities tokenisation services. Under the pro - gramme, upon a DTC participant’s instruction, DTC would debit eligible securities from the participant’s book-entry account and credit them to an account on DTC’s centralised ledger that reflects all tokenised securities entitlements held in registered wallets. DTC would then mint tokens to the participant’s registered wallet. Tokens may be transferred directly between registered wallets, with all movements tracked by DTC’s off-chain system, which would make a record of tokenised securities entitlements. 2.8 Outsourcing of Regulated Functions Outsourcing by fintechs to a regulated entity can offer enhanced compliance. Regulated entities are already subject to stringent oversight and have established compliance programmes, which can reduce the risk of non-compliance in the outsourced functions. See 1.1 Evolution of the Fintech Market . Similarly, regulated entities can outsource to fintechs and other third-party providers. Often regulation requires certain due diligence related to the use of third-party providers. However, the regulated entity remains ultimately responsible for compliance even if the entity outsources certain functions to fintechs. 2.9 Gatekeeper Liability Fintechs become de facto gatekeepers when subject to US federal or state AML and sanctions laws that require them to detect and report suspicious activ - ity to law enforcement. Unless a specific exemption applies, fintechs must develop risk-based compli - ance controls designed to prevent laundering money, financing terrorism, and/or evading sanctions.
Additionally, SEC and state securities regulators have expanded their position that fintechs have gatekeeper responsibilities. SEC has pursued audit firms, under - writers, broker-dealers, auditors, compliance officers, and attorneys who service and advise the industry. See 2.10 Significant Enforcement Actions and 6. Marketplaces, Exchanges and Trading Platforms . 2.10 Significant Enforcement Actions SEC In 2025, SEC dismissed a number of enforcement cases against fintechs involving alleged regulatory violations without fraud or other wrongful conduct. Notably, SEC voluntarily dismissed a number of enforcement actions against cryptocurrency exchang - es for allegedly operating as unregistered securities exchanges and brokers. However, SEC continued to bring enforcement actions involving fraud or other wrongful conduct. In April 2025, SEC obtained a con - sent judgment in its enforcement action charging a developer of a decentralised wireless network with making misrepresentations in connection with its offer and sale of stock. In May 2025, SEC charged Unicoin, Inc. and several executives with making false and misleading state - ments in an offering of certificates that purportedly conveyed rights to receive digital assets called Uni - coin tokens and an offering of Unicoin stock. SEC alleged Unicoin advertised the tokens were backed by billions of dollars in real estate and equity interests in pre-IP companies, when Unicoin’s assets were never worth more than a fraction of that amount. In December 2025, SEC filed a civil complaint against three alleged crypto trading platforms and four affili - ate investment clubs, alleging they engaged in a fraudulent scheme targeting retail investors through social media recruitment and fake crypto trading and “security token offerings”, misappropriating more than USD14 million. CFTC In addition to issuing various consent orders focused on fraud, the Commodity Futures Trading Com - mission (CFTC) took several significant actions in 2025 reflecting a more accommodating regulatory
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