Crypto Law Briefing: SEC Tokenization Guidance, UK Sanctions and Ads Crackdown

Over the past 24 hours, digital-asset legal risk has clustered around three themes: (1) how existing securities laws apply to “tokenized securities” in the United States, (2) sanctions and financial-crime enforcement expectations for cryptoasset firms in the United Kingdom, and (3) tightening scrutiny of consumer-facing crypto advertising and financial-promotion messaging in the UK. Together, these developments reinforce a consistent direction of travel: regulators are prioritizing clarity on instrument classification, faster and more transparent enforcement pathways, and higher marketing standards where retail audiences are involved.

Regulatory and Policy Developments

United States: SEC staff clarifies “tokenized securities” taxonomy and regulatory perimeter

On January 28, 2026, staff from the SEC’s Divisions of Corporation Finance, Investment Management, and Trading and Markets published a statement describing how federal securities laws apply when a “security” is formatted as, or represented by, a crypto asset and recorded on a crypto network (a “tokenized security”). (sec.gov)

Key points for legal and compliance teams:

• Form does not change substance. The statement emphasizes that the format (onchain vs offchain recordkeeping) does not alter whether an instrument is a security or the baseline Securities Act/Exchange Act obligations for offers, sales, and intermediated activity. (sec.gov)
• Two broad models: issuer-sponsored vs third-party tokenization. The SEC staff distinguishes issuer-sponsored tokenization (where an issuer integrates DLT into the ownership record or uses crypto rails to facilitate transfers) from third-party tokenization (where an unaffiliated party creates tokenized representations, security entitlements, or synthetic “linked” exposures). (sec.gov)
• Third-party structures may add layered risk. Where a third party tokenizes an underlying security, the token holder may take on additional counterparty and insolvency exposure not present in the underlying security itself, potentially changing disclosures, custody considerations, and intermediary responsibilities. (sec.gov)

Practical takeaway: the statement reads as an invitation for market participants to map their product structures to established securities-law categories (including security entitlements and structured “linked” exposures), and to engage the SEC on registration, exemptive, or no-action pathways where needed. (sec.gov)

United Kingdom: OFSI publishes updated enforcement framework and signals faster case resolution tools

On January 29, 2026, the UK Office of Financial Sanctions Implementation (OFSI) published a consultation response and outlined a revised enforcement framework intended to support compliance and increase transparency and speed in sanctions enforcement. (ofsi.blog.gov.uk)

Notable elements include:

• More predictable penalty methodology and incentives for cooperation. OFSI plans to publish a new case assessment matrix and revise voluntary disclosure discounts (including a “Voluntary Disclosure and Co-operation” discount capped at 30% of the baseline penalty). (ofsi.blog.gov.uk)
• Settlement and “Early Account” mechanisms. OFSI describes a Settlement Scheme (with a discount on baseline penalties for settled cases) and an Early Account Scheme intended to accelerate investigations where subjects provide a comprehensive early account of the breach. (ofsi.blog.gov.uk)
• Operational prioritization and pipeline management. OFSI notes a growing sanctions caseload and states it will prioritize cases by seriousness, alignment with broader objectives, and sector vulnerability signals. (ofsi.blog.gov.uk)

While OFSI’s framework is not crypto-specific, it is directly relevant to cryptoasset firms that touch sanctioned jurisdictions, sanctioned persons, or high-risk typologies. It signals a compliance environment where early engagement, self-reporting, and remediation posture may materially affect outcomes.

United Kingdom: multi-agency focus on sanctions evasion using cryptoassets

On January 28, 2026, OFSI highlighted a multi-agency operational effort targeting sanctions offences involving cryptoassets, including collaboration via a pilot initiative (the “Crypto Cash Fusion Cell”) bringing together OFSI, law enforcement, HMRC, the FCA and others. (ofsi.blog.gov.uk) The post underscores an enforcement expectation that cryptoassets used to evade sanctions will be treated no differently than traditional currencies, and points firms to OFSI’s threat assessment material on cryptoasset-sector sanctions compliance. (ofsi.blog.gov.uk)

Enforcement and Litigation Updates

United States: Ninth Circuit affirms dismissal of federal Securities Act claims against Ripple as time-barred

In a memorandum disposition filed January 27, 2026, the U.S. Court of Appeals for the Ninth Circuit affirmed summary judgment for Ripple on federal Securities Act Section 12(a)(1) claims, holding that the three-year statute of repose in Section 13 barred the claims.

The panel concluded that, on the record before it, XRP had been “bona fide offered to the public” as early as 2013, and that the plaintiff failed to raise a material factual issue that later distributions (including 2017 releases from escrow-like arrangements) constituted a separate offering that would restart the repose period. The court also rejected proposed theories it viewed as ill-suited to the statute of repose and emphasized the certainty function of repose.

Scope note: the disposition states it is not for publication and is not precedent except as provided by Ninth Circuit rules, and the appellate decision is limited to claims included in the district court’s Rule 54(b) certification.

United Kingdom: advertising enforcement signals stricter expectations for crypto risk messaging

The UK Advertising Standards Authority (ASA) banned a series of Coinbase adverts on the basis that they irresponsibly suggested crypto could be a solution to cost-of-living pressures and failed to adequately communicate risk, reflecting continued scrutiny of consumer-facing crypto promotions. (The Guardian) While not a court action, it is a meaningful enforcement signal for firms marketing digital-asset services to UK consumers, particularly on “risk trivialization” and “complex products presented as simple solutions.” (The Guardian)

Compliance and Industry Implications

Product structuring and disclosure for tokenized securities (US)

The SEC staff statement increases the compliance premium on precise structural characterization. Firms should be able to explain, in plain terms, whether the token is:

• the issuer’s own security recorded onchain,
• a token used as a transfer mechanism while the “master” ownership record remains offchain,
• a third-party security entitlement, or
• a synthetic “linked” exposure resembling a structured note or, in some cases, a security-based swap. (sec.gov)

For exchanges, broker-dealers, ATS operators, and custodians, this taxonomy has direct downstream effects on: registration posture, customer disclosures, custody/control frameworks, books-and-records, and conflicts/agency disclosures.

Sanctions compliance expectations are becoming more operational and time-sensitive (UK)

OFSI’s messaging, together with the multi-agency “fusion cell” approach, supports a view that sanctions compliance in crypto is moving beyond policy documents into rapid triage, intelligence-led inquiries, and coordinated disruption. (ofsi.blog.gov.uk)

Compliance teams should stress-test:

• screening and blockchain analytics escalation pathways,
• wallet attribution and sanctions-list update latency,
• controls for exposure to mixers, high-risk bridges, and sanctioned infrastructure,
• governance for when to self-disclose and how to preserve evidence for potential Early Account or settlement discussions. (ofsi.blog.gov.uk)

Marketing and financial-promotion controls remain a frontline regulatory risk (UK)

The ASA decision reinforces that crypto advertising risk is not limited to formal “financial promotions” rules. Consumer-protection bodies can and do intervene where messaging implies crypto is a practical fix for economic hardship or underplays volatility and loss risk. (The Guardian)

Firms operating in, or targeting, the UK should review:

• creative approval workflows,
• claims substantiation files,
• prominence and clarity of risk warnings,
• restrictions on “problem-solution” narratives that could be read as exploiting consumer vulnerability.

Outlook

Key items to watch next:

• Further SEC staff guidance or follow-on engagement on tokenized securities. The January 28 statement signals openness to dialogue and may precede additional staff FAQs or market-structure proposals affecting tokenized instruments and intermediaries. (sec.gov)
• OFSI’s updated Enforcement and Monetary Penalties guidance (February 2026). OFSI indicates multiple process changes will take effect through updated guidance, with legislative changes (including increased statutory maximum penalties) to follow when parliamentary time allows. (ofsi.blog.gov.uk)
• UK cross-agency crypto sanctions operations. The “fusion cell” posture suggests continued joint activity and potential public enforcement outcomes, particularly where firms have weak controls around wallet screening, sanctions evasion typologies, and suspicious activity reporting. (ofsi.blog.gov.uk)
• Ongoing advertising scrutiny for crypto services. The ASA ruling indicates that campaigns framed around macroeconomic stressors and “system critique” themes will be tested against consumer-risk standards, even where firms argue the messaging is satirical or rhetorical. (The Guardian)