Crypto Asset Strategy for Corporate Legal Leaders: What CLOs and GCs Should Know and Do in 2026

The digital asset revolution is no longer a distant possibility. It’s here, reshaping the way
companies manage money and transact globally, interacting with customers and vendors. Until
now, legal departments could afford to wait and see as the regulatory environment for crypto
assets evolved. That era is over. In 2026, with increasing regulatory clarity, institutional
adoption, and technological maturity at hand, the Chief Legal Officer (CLO) and General
Counsel (GC) quickly pivot into the center of the company’s digital asset strategy.

Legal leaders are being asked: “How do we safely and strategically buy, hold and use
stablecoins, bitcoin, and other digital assets?” Also, and beyond the scope of this essay, “Should
we ‘tokenize’ our own stock?” The answers are nuanced, but the imperative is clear: “Legal”
must lead, not follow. This essay explores what CLOs and GCs need to know, the risks and
opportunities they must weigh, and the concrete steps they should take to help their companies
thrive in the digital asset era. We will focus on stablecoin and bitcoin below. Tokenization of
stock is coming quickly.

The Regulatory Landscape: From Ambiguity to Action

The most significant development for legal leaders is the arrival of regulatory clarity. In 2025,
the United States enacted comprehensive stablecoin legislation (the GENIUS Act), (1) creating a
licensing regime and moving “permitted stablecoins” into a new category of tokenized cash
equivalents. Permitted stablecoins are subject to standardized disclosures and banking agency
supervision. For the first time, companies can buy and hold stablecoins for their treasuries and
use stablecoins in their operations with confidence that they are on solid legal ground. As this
essay is released, Congress is in the final stages of revising market structure legislation that will
clearly authorize primary market sales and secondary market trading of existing and future
digital assets and will fine-tune the GENIUS Act.(2)

This clarity is not limited to the United States. On the contrary, the European Union led the
world with its “MiCA Regulation.”(3) The United Kingdom is responding with rules of its own(5) while Japan, Singapore and Hong Kong lead the way in Asia.(4) Stablecoin projects especially
have been welcomed globally. For multinational companies, this harmonization means that
digital asset strategies can be designed around a common compliance baseline, reducing the risk
of law enforcement surprises.

What does this mean for legal leaders?

CLOs and GCs must stay current on both US and non-US legal developments. It is their job to
assure management and the board that any stablecoin bought and held by their company
complies with the GENIUS Act and, if used in non-US jurisdictions, that it also complies with
the laws of those jurisdictions. Only someone tracking stablecoin legal developments can give
the necessary assurances. Legal teams should also monitor ongoing legislative and regulatory
developments as market structure rules for buying, selling, use, custody, and intermediation of
digital assets continue to evolve. US regulatory agencies have only this year begun to make rules
in this area.

Stablecoins: The New Financial Plumbing

In 2026, stablecoins should surpass $1 trillion in circulation, driven by enterprise adoption at
scale.(6) There are many stablecoins. While the sponsors are competing for market share, no one
sponsor is dominant. Companies are beginning to use stablecoins for cross-border payments,
liquidity management, supply chain settlement, and on-chain commerce. As T+1 goes to T-Zero,
stablecoins also might become the settlement layer for Wall Street and its corporate clients. The
major stablecoin sponsors are working with corporate treasuries to build out this infrastructure in
the same way that banks open deposit accounts and lines of credit for their corporate customers.

Legal Considerations for Stablecoin Adoption:

Licensing and Due Diligence:
Legal teams must verify that stablecoin issuers are properly licensed and compliant with the GENIUS Act and applicable regulations adopted under that statute. This includes reviewing reserve composition, disclosure practices, and the issuer’s track record with regulators.
KYC/AML and Sanctions Compliance:
Even though stablecoins offer speed and efficiency, they do not exempt companies from the Know Your Customer (KYC) and Anti-Money Laundering (AML) obligations of money transmission laws, as well as sanctions compliance. The legal function should work with compliance teams to assure that robust policies and procedures are in place for all digital asset transactions. Fortunately, there are compliance teams that are intimately familiar with digital assets.
Tax and Accounting:
The tax treatment of stablecoins is not what you might think. Although they are treated economically as cash equivalents, to the IRS stablecoins are property, not cash.(7) The legal function must coordinate with finance and tax teams to understand the implications of buying, holding and using stablecoins, including IRS reporting requirements and the impact on financial statements.
Contractual Protections:
Contracts with stablecoin providers should address custody, security, dispute resolution, legal compliance, and operational risk. The legal function should negotiate clear terms and assure that service-level agreements are enforceable.
Custody and Controls:
Corporate “wallet” management (custody and security), transaction authorization and
record-keeping are issues requiring legal attention here, as they are with respect to other digital assets. Multi-signature wallets are recommended for both corporate and personal security. Third-party custodians and insurance also should be considered. Attempted theft of digital assets is not uncommon.
Jurisdictional Analysis:
Because stablecoins are used globally, legal must assess the regulatory status of these assets in every jurisdiction where the company expects to use them. Legal should limit its recommendations and approvals to only those jurisdictions where it can give or obtain competent advice.

Bitcoin as a Strategic Asset

Bitcoin is a speculative asset, but so is common stock. SEC approval of bitcoin ETFs and
sustained cash inflows into those ETFs have transformed bitcoin into a strategic asset—a “digital
gold” for the modern era. Some companies are holding bitcoin on their balance sheets as a hedge
against macroeconomic risks and as a signal of alignment with the digital asset economy. Other
companies hold different crypto assets on their balance sheets: Ether (ETH) and Solana (SOL)
are two examples. In this essay, we focus on bitcoin because it has the largest market
capitalization of all crypto assets, but the considerations that we mention apply to other crypto
assets, too.

Legal Issues for Bitcoin Acquisition:

Volatility and Risk Management:
Like every risky asset (including common stock), bitcoin is volatile. The legal department should assure that the company’s risk management framework addresses the unique risks of buying, holding and selling bitcoin, including price swings, liquidity, and market manipulation.
Classification and Accounting:
The classification of bitcoin (and other crypto assets) has significant legal and accounting implications. Legal must work with finance and external auditors to assure proper treatment under US GAAP or IFRS, as applicable.
Custody and Controls:
Secure custody is paramount. The legal department should review and approve custody arrangements, access controls, and transaction authorization protocols. Multi-signature wallets, third-party custodians, and insurance coverage should all be considered.

Decentralized Finance (DeFi): New Opportunities, New Risks

DeFi platforms and blockchain-based payment systems are changing the game by enabling peer-to-peer transfers without intermediaries, often at a fraction of the cost and time of traditional
finance. For companies with international operations, stablecoins and DeFi platforms can enable
near-instantaneous payments and settlements 24/7/365. The legal requirements for DeFi
platforms in the US are undergoing revision in Congress as we produce this essay, so we will not
state them here.

Building a Crypto-Ready Legal Function

To help their companies adopt a crypto strategy, CLOs and GCs should take proactive steps to
build a legal function that is agile, informed, and integrated with business strategy.

Form a Digital Asset Task Force:
Bring together legal, compliance, treasury, IT, and risk management to evaluate opportunities and risks. This cross-functional team should meet regularly to review developments, assess pilot projects, and coordinate responses to legislative and regulatory changes.
Develop a Digital Asset Policy:
Draft clear policies on asset selection, custody, transaction approval, and risk management. The policy should address who within the company can authorize transactions, how assets are stored, and what controls are in place to prevent unauthorized transfers.
Educate the Board and Executives:
Provide regular briefings on legislative and regulatory developments, business uses, and legal risks. Legal should assure that other senior managers and the board understand both the opportunities and the risks of digital asset adoption.
Pilot Projects with Guardrails:
Support pilot programs for stablecoin payments or bitcoin allocations while making sure that legal and compliance guardrails are in place. Start small, measure outcomes, and scale up as confidence and expertise grow.
Engage with Regulators and Industry Groups:
Participate in industry forums and maintain open lines of communication with regulators, especially the SEC and the stock exchange (in the case of a public company). This helps anticipate changes, advocate for the company’s interests, and demonstrate a commitment to compliance.

Legal and Regulatory Issues to Watch

Securities and Commodities Regulation:
The line between a security and a commodity can be blurry. Offers and sales of securities must comply with federal and state securities laws.
Taxation and Accounting:
Digital asset tax treatment is evolving. Legal should assure that the company’s reporting is accurate, up to date, and that all transactions are properly documented.
Money Transmission and Sanctions:
Compliance is critical, especially for cross-border payments. Legal should review all
payment flows for compliance with US laws and applicable non-US laws.
Cybersecurity and Controls:
Digital assets require robust controls for wallet management, access, and transaction
authorization. Legal should work with IT to ensure that systems are secure and resilient.
Litigation and Enforcement Risk:
At present, US law enforcement action is at a low tide. But over time the incidence and severity of enforcement actions could increase. The legal department should monitor enforcement trends and be prepared to respond to unexpected inquiries or litigation.

The CLO/GC’s Role in Shaping Crypto Strategy

Legal leaders should not wait for business teams to come to them with questions. Instead, they should proactively engage with treasury, finance, risk management, and operations to identify opportunities, assess risks, and design controls. By doing so, legal can help the company move quickly while avoiding costly mistakes.

The future of the corporate treasury is to some extent digital. By embracing regulatory clarity,
building strong policies, and staying engaged with the evolving market, legal leaders can help
their companies seize the opportunities of the digital asset era — while managing the risks.

Conclusion: Leading with Confidence

Digital assets are becoming a permanent layer of the global financial system. For CLOs and
GCs, the imperative is clear: lead the conversation, build the right frameworks, and ensure that your company’s crypto strategy is both innovative and compliant.

Lehot and Daugherty’s commentary also appeared in Law360.

GENIUS Act, Pub. L. No. 119-27, S. 1582, 119th Cong. (2025).
H.R. 3633, the Digital Asset Market Clarity Act of 2025 (the “Clarity Bill”), 119th Cong., 1st Sess., available at https://tinyurl.com/mt2ar8bc, progressed through the House in 2025 with bipartisan support and is awaiting action in the Senate. On November 20, 2025, Senators Boozman and Booker of the Senate Agriculture Committee circulated a discussion draft of a bipartisan market structure bill available at https://tinyurl.com/4vrn874d. Senate Banking Committee Chairman Tim Scott announced on January 9, 2026 that the Banking Committee will hold a markup on the Clarity Bill in executive session on January 15, 2026. See https://tinyurl.com/5n9b6h8s. The Senate Agriculture Committee is poised to act at or about the same time as the Banking Committee. See “Senate Agriculture Committee to Follow Banking Panel in Crypto Vote,” CoinDesk, Jan. 9, 2026, at https://tinyurl.com/58837hkt.
Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on Markets in Crypto-Assets (MiCA), 2023 O.J. (L 150) 40.
The Financial Services and Markets Act 2000 (UK) is being amended to incorporate crypto asset regulatory provisions.
For an overview of regulatory developments in Asia focusing on those three countries, see “Cryptocurrency Regulation in Asia: 2025 Policies Overview,” Sept. 21, 2025, available at https://tinyurl.com/5eadxky3.
See “$1 Trillion Stablecoin Market by 2026” Here’s What Needs to Happen,” AMB Crypto, Sept. 11, 2025, at https://tinyurl.com/bdde3bpz.
IRS guidance on digital asset transaction reporting is available at https://www.irs.gov/filing/digital-assets.

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