Opinion

A&O Shearman advises on registered security/stablecoin offering for Figure Certificate Company

A&O Shearman advises on registered security/stablecoin offering for Figure Certificate Company
A&O Shearman advised Figure Certificate Company (FCC), a subsidiary of Figure Markets Holdings (“Figure”), on its registration with the Securities and Exchange Commission (SEC) as a face-amount certificate company and its registration of securities called YLDs that will function as a new type of stablecoin. FCC’s registration statement went effective on Tuesday, February 18. 

YLDs are debt securities that FCC will issue and redeem using blockchain technology and which will also be transferable on the blockchain in peer-to-peer and registered alternative trading system (ATS) transactions. YLDs are the first U.S. registered debt security stablecoin that offers interest on invested principal and is transferable in both peer-to-peer transactions and in transactions on a registered ATS. In addition, FCC is the first company to register with the SEC as a face-amount certificate company under the U.S. Investment Company Act of 1940 in over a quarter century and only the second currently operating face-amount certificate company in the U.S.

The A&O Shearman team was led by U.S. financial services regulatory partner Susan Gault-Brown, and included counsel Tom Majewski, of counsel Paul Schreiber, associates Austin Law, and SY Ro from funds and asset management; partner Barbara Stettner, of counsel Bill Satchell, associate Joshua Kim, and law clerk Dominic Petric from U.S. financial services regulatory; and partners Christopher Forrester and Yian Huang from U.S. capital markets. 

Partner Susan Gault-Brown commented: "We are thrilled to have assisted Figure with this innovative and market-leading offering, which demonstrates the ability to use blockchain-enabled registered securities as methods of payment. We look forward to continuing to support Figure and other clients in exploring the opportunities and challenges of digital asset securities offerings."

 

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