Matthew B. Comstock attorney profile image
Practice Areas
  • LL.M., Universität Augsburg, Germany, 1995
  • J.D., University of Pittsburgh School of Law, 1995
  • M.B.A., University of Pittsburgh, Joseph M. Katz School of Business, 1995
  • B.A., Economics, University of Pittsburgh, 1991
  • District of Columbia
  • New Jersey
  • Pennsylvania

Matthew B. Comstock
1001 G Street, N.W.
Seventh Floor
Washington, DC 20001
T: (202) 661-7034
F: (202) 661-7059


  • Surprise: SEC Opens the Sandbox
    (Co-authored with Larry E. Bergmann)
    Blockchain Law Center | (10/31/2019)

    The staff of the SEC’s Division of Trading and Markets has issued a no-action letter that permits Paxos Trust Company, LLC (“Paxos”) to operate a limited type of blockchain-based clearing agency.  Although the no-action letter places tight limits on who and what can clear and settle securities transactions through the Paxos system, and how that settlement has to occur, this is the first time the SEC has allowed market participants to operate in regulatory sandbox.

  • SEC Staff Issues Second Utility Token No-Action Letter
    (Co-authored with Larry E. Bergmann, Macauley B. Venora)

    The staff of the Division of Corporation Finance issued the second no-action letter permitting an unregistered token offering and sale for use on a functional platform.

  • The staffs of the SEC's Division of Trading and Markets and FINRA issued their first public statement on broker-dealer custody of digital securities on July 8, 2019.  Among other things, the staffs discuss potential approaches for broker-dealers to carry digital securities in compliance with Rule 15c3-3 under the Exchange Act.

  • The SEC's Division of Corporation Finance issued both a "Framework for 'Investment Contract' Analysis of Digital Assets" and a no-action letter relating to a blockchain-based consumptive token on April 3, 2019.  The Framework is intended to be a plain English description of how the SEC staff applies the so-called Howey test to determine if a digital asset is a security under the federal securities laws.  It also adddresses the concept of mutability of a digital asset whereby a digital asset initially issued as a security later converts to a digital asset that is not a security because of the digital asset's use on a fully-functional platform, among other things.

    The Division also issued a no-action letter to an air charter services company, TurnKey Jet, Inc.  The no-action letter permits TurnKey to issue a consumptive/utility token, subject to the criteria set out in the letter.

  • How Congress Could Change The Game for Digital Tokens
    (Co-authored with Stephen J. Crimmins)
    Law 360 | (01/10/2019)

    As Washington emptied out for the long holiday weekend on Dec. 20, a bill hit the hopper in the House of Representatives that has the potential to be a total game changer for regulation of digital assets (also referred to broadly as “tokens”). And as it’s bipartisan, co-sponsored by Reps. Darren Soto, D-Fla., and Warren Davidson, R-Ohio, it actually stands a realistic chance of passage after it is reintroduced in the new 116th Congress. The bill — dubbed the “Token Taxonomy Act” (H.R. 7356) — has been referred to the Committee on Financial Services and the Committee on Ways and Means.

  • SEC Divisions' Statement on Digital Assets
    (Co-authored with Larry E. Bergmann, Maxwell T.S. Thompson)

    This article discusses the statement of the SEC's Divsions of Corporation Finance, Investment Managementa and Trading and Markets relating regulatory approaches to digital assets.  We discuss in particular the path to compliance for entities that issued securities in a manner that did not comply with the registration requirements of the federal securities laws.