An Antitrust Primer for Companies Innovating with Digital Assets

As stablecoins, cryptocurrencies, and other digital assets continue to play a growing role in the global financial system, and as aspects of the GENIUS Act begin to go into effect, companies contemplating their use should bear in mind the antitrust implications and considerations that may arise in connection with these emerging technologies.

In July 2025, the US Congress enacted the GENIUS Act, the first piece of comprehensive legislation addressing digital assets (as discussed in our July 17 LawFlash). The legislation most notably created a new regulatory framework for stablecoins. Stablecoins are cryptocurrencies whose value is pegged to the value of an ordinary (or “fiat”) currency, such as the US dollar, that maintain the benefits of digital asset trading, such as instantaneous settlement of transactions.

The passage of the GENIUS Act reflects the continued relevance of digital assets and their increasing prominence in the global financial system. Assuming that growth continues, companies should be attentive to the antitrust considerations that may arise in connection with these emerging uses of digital assets, including stablecoins.

Companies should be aware of traditional antitrust concerns that prohibit unlawful agreements between competitors as well as potential risks posed by standards-setting processes and joint ventures. M&A involving digital asset services also may face scrutiny. We discuss these considerations below after a brief discussion of common categories and use cases for digital assets.

BACKGROUND ON DIGITAL ASSETS, STABLECOINS, AND ASSOCIATED CONCEPTS

“Digital assets” is a term that broadly encompass cryptocurrencies, tokenized assets, and other blockchain-transferable assets. Various real-world or digital ownership rights and interests can be represented by digital tokens on a blockchain ledger, a process referred to as tokenization. The intended benefits of these digital asset transfers, compared with certain legacy financial transfer systems, include instantaneous asset settlement, cheaper payment processing, and smoother execution of cross-border transactions.

The GENIUS Act aims to increase institutional and consumer confidence in using stablecoins, a specific type of digital asset, by setting standards for companies creating these currencies (permissioned payment stablecoin issuers), establishing a regulatory framework, and providing new consumer protections for stablecoin holders.

These issuer standards include minimum reserve requirements, prohibitions on offering interest on held stablecoins, and mandatory compliance with traditional anti-money laundering laws that apply to traditional banks and other financial institutions.

As the Treasury Department and other bank agencies undertake the implementation rulemakings required by the GENIUS Act, digital asset adoption and the entry of new providers into the digital assets space is likely to continue. As banks, fintech firms, financial institutions, and others innovate in digital asset services, companies should remain cognizant of potential antitrust risks and considerations in this emerging area.

POTENTIAL ANTITRUST CONSIDERATIONS

Market Allocation and Unlawful Agreements

Price fixing, territorial allocation agreements, and customer allocation agreements among competitors are generally per se unlawful under US antitrust law. Competitors should not reach agreements with each other to establish prices or fees for transactions, including agreements to charge specific amounts or establish floors/ceilings.

Further, it is generally unlawful for two competitors in the digital assets space to reach an agreement to allocate new geographic areas or certain types of customers between them such that neither company will compete with the other for business in specific geographic areas or certain target customers.

Standard Setting

Competitors aligning on industry standards through standard setting organizations (SSOs) can greatly benefit competition and consumers. But standards development can also create potential antitrust risks, for example when standard setting unreasonably excludes competitors or enables unlawful collusion.

Given that the GENIUS Act acknowledges the role of SSOs in developing new stablecoin regulations, lawful procompetitive standard-setting activity is anticipated, but companies should approach this activity with antitrust compliance considerations in mind.

Notably, the potential anticompetitive abuse of standard-setting processes has been a consistent focus of antitrust enforcers and other regulators over time, including in the financial industry. For instance, when developing standards for the Consumer Financial Protection Bureau’s “open banking” rule in 2024, the bureau’s then director raised concerns about the “dangers of how the standard-setting process can be weaponized in an anticompetitive way.”

Joint Ventures and Collaborations

Joint ventures and other collaborative agreements between competitors may also be procompetitive while at times raising potential antitrust risk depending on the circumstances. Outside of the category of per se unlawful agreements discussed above, courts typically use the “rule of reason” framework under US antitrust law to evaluate whether the procompetitive effects of a collaborative agreement outweigh any anticompetitive harms.

Accordingly, evaluating any potential antitrust risks raised by a joint venture can be a highly fact-specific exercise. For example, if a bank and a fintech firm wish to form a joint venture to create a digital asset trading platform, that type of project would benefit from an antitrust risk assessment.

M&A and So-Called ‘Killer Acquisitions’

The US Department of Justice Antitrust Division and Federal Trade Commission are authorized to investigate most mergers and acquisitions in the United States and initiate litigation to enjoin M&A deals if they determine that a deal may substantially lessen competition or tend to create a monopoly.

These agencies publish Merger Guidelines that describe how they will approach the competition analysis of M&A deals. Mergers valued at more than $126.4 million (as of 2025) also typically require pre-merger notification to the federal antitrust agencies under the Hart-Scott-Rodino Act. Special review procedures apply to bank mergers, but DOJ and other relevant regulators apply standard competition principles in their review.

Given the emerging nature of digital asset technologies, one competition concern that regulators may be on the lookout for regarding digital asset business combinations are so-called “killer acquisitions.” These are mergers that allegedly threaten to stop innovative new businesses from competing with larger, more established firms with market power—however, the antitrust agencies will typically evaluate mergers for any other potential antitrust issues as well, consistent with their Merger Guidelines.

HOW WE CAN HELP

As companies engage in emerging opportunities involving digital assets, they should continue to appropriately assess any antitrust risks that may arise. Whether in relation to standard setting, joint ventures and collaborations, M&A, or other activities in the digital asset space, Morgan Lewis’s antitrust team, working together with the firm’s digital assets practice, is actively monitoring relevant developments.