Digital Asset Market Clarity Act

(a) Tailoring of existing requirements. The Commission shall—

(1) amend, rescind, replace, or supplement by rule, order, guidance, exemptive relief, or any other appropriate action (provided such action is consistent with chapter 5 of title 5, United States Code, and other applicable law) each regulation, form, interpretive statement, or other requirement within the jurisdiction of the Commission that is not otherwise amended by this Act (or required to be amended because of a provision of this Act or an amendment made by this Act), to the extent that such provision applies to any digital asset activity, including any activity involving a security that is issued, recorded, or transferred using distributed ledger technology, to the extent that the provision is outdated, unnecessary, or unduly burdensome in light of the unique technological characteristics of digital assets or substantially similar technology, which may include regulatory provisions governing—

(A) customer protection, including custody of digital assets or substantially similar technology;

(B) transfer agent rules;

(C) books and records, or recordkeeping requirements;

(D) clearance and settlement rules;

(E) broker-dealer, alternative trading system, and exchange rules;

(F) issuer disclosure and ongoing reporting requirements tailored to digital asset securities or substantially similar technology involving securities; and

(G) the use of vaults, digital asset receipts, or receipts involving substantially similar technology, vault tokens, or liquidity provider tokens; and

(2) in imposing future obligations as those obligations relate to digital assets or substantially similar technology, do so in a manner consistent with the requirements described in paragraph (1).

(b) Rule of construction. Nothing in this section may be construed to limit the authority of the Commission to pursue fraud, manipulation, or deceptive practices involving digital assets or substantially similar technology.

(c) Use of existing authority. When considering, proposing, adopting, or engaging in any rule or program or developing new rules or programs, including those mandated or authorized under this Act, or any amendment made by this Act, the activities of the Commission (which may include the solicitation of data and other input from investors, regulated entities, and market participants or the representatives of any of those persons) shall be considered actions taken under subsection (e) of section 19 of the Securities Act of 1933 (15 U.S.C. 77s) and shall be subject to subsection (f) of that section.

(d) Continued applicability of State consumer protection laws. Except as expressly provided by this Act, or an amendment made by this Act, nothing in this Act (or in any such amendment) shall preempt any State consumer protection law, including common law, or a remedy available under any such law.

(e) Preemption for exemptions and digital asset activities under the securities act. Section 18 of the Securities Act of 1933 (15 U.S.C. 77r) is amended—

(1) in subsection (b)—

(A) in paragraph (3)—

(i) in the paragraph heading, by inserting in qualified transactions or after sales;

(ii) in the first sentence, by inserting in a qualified transaction or after the security; and

(iii) in the second sentence—

(I) by striking term qualified purchaser and inserting terms qualified transaction and qualified purchaser;

(II) by inserting and categories of transactions, including secondary transactions, after securities; and

(III) by inserting and with due regard to the facilitation of capital formation and the promotion of innovation before the period at the end; and

(B) in paragraph (4)—

(i) in subparagraph (A), by inserting or, if the issuer is not required to file such reports, where the Commission otherwise determines, consistent with the public interest and the protection of investors and with due regard to the facilitation of capital formation and the promotion of innovation before the semicolon at the end;

(ii) in subparagraph (D)(ii), by inserting in a qualified transaction or after offered or sold;

(iii) in subparagraph (F), by striking or at the end;

(iv) in subparagraph (G), by striking the period at the end and inserting ; or; and

(v) by adding at the end the following:

(f) Exempting network tokens from State securities laws

(1) In general. Section 18(b) of the Securities Act of 1933 (15 U.S.C. 77r(b)) is amended by adding at the end the following:

(2) Rule of construction. Nothing in this section, section 4B of the Securities Act of 1933 (as added by this Act), or the amendments made by this section may be construed to limit the authority (as of the day before the date of enactment of this Act) described in section 18(c)(1) of the Securities Act of 1933 (15 U.S.C. 77r(c)(1)) of a securities commission (or any agency or office performing like functions) of any State with respect to a covered security or any security.

(g) Preemption for ancillary asset activities under the Securities Act of 1933. Section 18(b) of the Securities Act of 1933 (15 U.S.C. 77r(b)), as amended by subsection (f) is amended by adding at the end the following:

(h) Preservation of Regulation Best Interest

(1) In general. Subject to paragraph (2), nothing in this Act, any amendment made by this Act, or any rule issued under this Act or pursuant to any such amendment may be construed to limit, preempt, or otherwise affect the obligations of a broker or dealer registered with the Commission under section 15 of the Securities Exchange Act of 1934 (15 U.S.C. 78o) or section 240.15l–1 of title 17, Code of Federal Regulations (commonly known as Regulation Best Interest), or any successor regulation.

(2) Application. Paragraph (1) shall not apply with respect to any person registered with the Commodity Futures Trading Commission.

(i) Preservation of investment adviser fiduciary duties. Nothing in this Act, any amendment made by this Act, or any rule issued under this Act or pursuant to any such amendment may be construed to limit, preempt, or otherwise affect the fiduciary duty that an investment adviser (as defined in section 202 of the Investment Advisers Act of 1940 (15 U.S.C. 80b–2)) owes to a client under section 206 of the Investment Advisers Act of 1940 (15 U.S.C. 80b–6) or any other provision of Federal or State law, including in connection with investment advice regarding a digital commodity.