May 1, 2026

Office of the Chief Counsel
Office of the Comptroller of the Currency
400 7^th Street SW
Washington, DC

Re: OCC Docket ID OCC-2025-0372; Implementing the Guiding and Establishing National Innovation for U.S. Stablecoins Act for the Issuance of Stablecoins by Entities Subject to the Jurisdiction of the Office of the Comptroller of the Currency

Introduction

It is imperative that the OCC issue a Final Rule that does as much as possible to ensure consumers are adequately protected when they purchase, use and redeem payment stablecoins.

The GENIUS Act provides consumers with none of the federal protections they have when they use credit and debit cards. Consumers using payment stablecoins risk losing their money with no legal recourse if there is a problem.

However, the OCC can partially alleviate consumer harm because the GENIUS Act does provide limited protection in regard to redemption. In addition, other state and federal consumer laws could aid consumers. The OCC should adopt regulations that take advantage of these avenues to protect consumers.

Specifically, the OCC’s Final Rule should adopt the two business day redemption requirement included in its proposed rule. But the OCC should strengthen it by defining “business day.” The Final Rule also should include the proposed rule provision on the format for redemption disclosures. Furthermore, the Final Rule should make it clear that federal and state consumer protection law applies to payment stablecoin transactions.

The GENIUS Act does not adequately protect consumers

Consumers enjoy significant federal and state legal protections when they use credit and debit cards. These include protection from unauthorized use, a mandated error resolution procedure and the right to sue if there is a violation of these laws. The GENIUS Act provides none of these fundamental protections consumers expect and rely on. If an issuer violates the Act, consumers are totally dependent on the enforcement efforts of the regulators. The GENIUS Act governs the conduct only of the issuer; other entities that are typically involved in payment stablecoin transactions are not subject to the Act.

State and federal governments have enacted various consumer protection laws that payment stablecoin consumers may be able to take advantage of. However, because of the Act’s confusing language, it is not clear how to interpret and apply the Act’s treatment of these laws.

The OCC should define “two business days”

The OCC’s proposed rule requires issuers to redeem holders’ payment stablecoins within two business days. The Final Rule must include this requirement. It is necessary to effectuate the Act’s mandate that issuers provide “timely” redemption.

However, it is unfortunate that the OCC does not define “business days” in its proposal. Issuers may prominently use the two-business-day guarantee in their marketing to entice consumers. But consumers may have different understandings of what constitutes a “business day” and this will lead to confusion. As a result, consumers may make decisions that are contrary to their best interests based on false assumptions about how the issuer defines business day.

For example, many banks are open for at least part of Saturday. Consumers may reasonably believe only Sunday and national holidays are not business days. Online banking allows consumers to do banking 24/7. The regulations should specify whether two-business days excludes Saturdays, Sundays, and/or national holidays. Issuers should be required to disclose what is meant by two-business-days to prospective and periodically to current customers.

The OCC should improve its disclosure requirements

The OCC’s proposed regulation requires issuers to disclose several items to consumers. These include the name of the issuer, that the issuer is obligated to redeem payment stablecoins for a fixed amount, the link to a monthly reserve composition report, and “[a]ll fees associated with purchasing or redeeming payment stablecoins.”[1]

The proposed OCC regulation provides that the issuer must “publicly, clearly and conspicuously disclose [information] in plain language and in a format that is readily noticeable to customers, readily understandable by customers, and segregated from other information.”[2]

The OCC correctly explained that the requirement that these disclosures be segregated is needed to ensure that other information the issuer provides does not “obscure the importance of these disclosures.”[3] Of utmost importance, the Final Rule should require the disclosure that consumer funds are not protected by FDIC deposit insurance or any other type of government guarantee and therefore those funds are subject to loss.

In addition, as the OCC noted, these disclosures are “particularly important” where the issuer sells “more than one brand of payment stablecoins either directly or through an affiliate….these disclosures are necessary to prevent confusion and ensure….holders understand who has the ultimate obligation to redeem their payment stablecoin.”[4]

It is notable that the proposed regulation acknowledges the importance of the “format” in which the disclosures are made. Since the disclosures are made online, web design features such as format are crucial.

However, the Final Rule should include much more detail in order to accomplish the regulation’s stated goal that the format be “readily noticeable to customers … [and] readily understandable by customers.”

For example, there is no definition of “conspicuous.” The Act requires establishment of “conspicuous” procedures and a “conspicuous” disclosure of all fees. However, there is no definition of “conspicuous” in the Act or the OCC’s proposed regulations. The OCC should provide a definition that takes into account that the disclosures will likely be on the issuer’s website.[5]

The OCC proposal requires issuers to have a redemption policy that provides “clear and conspicuous procedures for timely redemptions.” To ensure this objective is accomplished, the OCC should prohibit making it difficult for consumers to redeem their payment stablecoins. For example, the following conduct should be prohibited: Requiring the consumer to take many steps before redeeming their payment stablecoins. Requiring consumers to provide copious amounts of information when making a redemption request, far beyond what is necessary to process the request. Requiring consumers to click through a long chain of links, each link marketing different products, in order to reach the website page enabling consumers to effectuate their redemption request.[6]  Requiring consumers to scroll all the way down to the bottom of a page in order to find an important disclosure.[7]

The timing of fee disclosures also is important. It would seriously undermine the Act’s most important protections if the disclosures are not required to be made at a meaningful time prior to when consumers are committed to purchase payment stablecoins.[8]

In order to facilitate compliance with consumer statutes, regulators have published Model Forms.[9] Doing so for issuers of payment stablecoins would be useful for issuers; they could avoid the burden of having to draft their own forms. If they use the regulators’ forms, they could be confident they comply with the law. Consumers also would benefit. If many issuers use those model forms, consumers could more easily compare terms and fees. That would enable them to make more informed decisions on which issuer, if any, to choose for their payment stablecoin purchases.

The OCC should make it clear that federal consumer protection laws apply

Despite the Act’s failure to provide consumers with a private right of action, they nevertheless have important tools if other federal laws apply to payment stablecoin transactions. One major law is the Electronic Fund Transfer Act (EFTA). Another law that protects consumers is the Consumer Financial Protection Act’s prohibition of unfair, deceptive and abusive acts and practices.[10] Consumers also would benefit if the Consumer Financial Protection Bureau has enforcement authority over payment stablecoin transactions.

Section 6(c) of the Act includes the following:   “RULE OF CONSTRUCTION — Nothing in this Act may be construed to modify or otherwise affect any right or remedy under any Federal consumer financial law, including 12 U.S.C. 5515 and 15 U.S.C. 41 et seq.” On its face, that section would seem to allow consumers to take advantage of the EFTA and the Consumer Financial Protection Act.

However, bank trade associations contend that the Act is not crystal-clear on the applicability of federal consumer protection laws. In its letter to the Treasury Department, the bank trade associations note that the Act “does not address the application of the EFTA…to payment stablecoin transfers. This resulting uncertainty poses risk of confusion for consumers, financial institutions and courts.”[11] The associations note that unless “federal policymakers” take action, the issue will be decided by judicial cases, but that may result in conflicting decisions.

Georgetown Law School Professor Arthur Wilmarth argues that “a purchase or redemption of a stablecoin by a ‘consumer’ should be treated as a ‘consumer financial product or service’ subject to the CFP Act [Consumer Financial Protection Act] as well as the CFPB’s [Consumer Financial Protection Bureau’s] administrative responsibilities under the CFP Act.”[12]

The OCC’s Final Rule should ensure there is no confusion by providing that the EFTA and the CFP Act apply to the Act and regulations. Furthermore, the Final Rule should clearly state that the CFPB has authority to enforce the CFP Act in regard to transactions involving payment stablecoins.

The OCC should make it clear that state consumer protection laws are not preempted

Section 7(f)(4) of the Act provides that “nothing in this chapter shall preempt state consumer protection laws, including common law, and the remedies available thereunder.”

In its proposed regulation the OCC declares that it does not address the effect of the Act on state consumer protection laws because the Act’s provision stating that nothing in the Act preempts those laws is “self-executing.”[13]

Nevertheless, to prevent any misunderstanding, in its Final Rule the OCC should provide that the Act does not preempt state consumer protection laws.

Conclusion

The OCC must issue a Final Rule that protects consumers as much as possible. Promoters of payment stablecoins plan to market payment stablecoins to low-income consumers.[14] These consumers do not have the financial resources to withstand the loss of their funds due to circumstances beyond their control. Because funds transfers in payment stablecoin transactions are irreversible, they must rely on strong rules and strict enforcement of those rules.

Respectfully submitted,

Mark E. Budnitz
Bobby Lee Cook Professor of Law Emeritus
Georgia State University College of Law
Atlanta, GA

[1]  Implementing the [GENIUS Act] for the Issuance of Stablecoins by Entities Subject to the Jurisdiction of the Office of the Comptroller of the Currency, 91 Fed. Reg. 10202, at 10291 (hereafter OCC Regs).

[2]  Id. at 10291, Section 15.12(d)(1).

[3]  Id. at 10221.

[4]  Id.

[5]  The Federal Trade Commission has published a document to assist advertisers make clear and conspicuous online disclosures that comply with the Federal Trade Commission Act and the FTC’s regulations. That document provides guidance that can be easily adapted to payment stablecoin regulations. See dotcomDisclosures, How to Make Effective Disclosures in Digital Advertising, FEDERAL TRADE COMMISSION, March 2013. www.ftc.gov. The sponsors of the Uniform Commercial Code have published amendments to accommodate emerging technologies. Pursuant to that objective, they amended the definition of “conspicuous” and in a Comment discussed factors that are relevant to whether a term in an online agreement is conspicuous. UNIFORM COMMERCIAL CODE AMENDMENTS (2022), Official Comment to § 1-201(b)(10), at 10-11. www.uniformlaws.org.

[6]  “Disclosures that are an integral part of a claim or inseparable from it should not be communicated through a hyperlink.” dotcomDisclosures, id. at 10.

[7]  “Requiring consumers to scroll in order to view a disclosure may be problematic…because consumers who don’t scroll enough (and in the right direction) may miss important qualifying information and be misled.” Id. at 8-9.

[8]  The Truth In Lending Act requires a credit card issuer to make important disclosures before the opening of an account. 15 U.S.C. § 1637(a). Regulations issued pursuant to the Electronic Fund Transfer Act require financial institutions to make initial disclosures “at the time a consumer contracts for an electronic fund transfer or before the first electronic fund transfer is made….” 12 C.F.R. § 1005.7.

[9]  See for example, Truth In Lending Act, Reg. Z, Appendix G, Open-End Model Forms and Clauses, 12 C.F.R. pt. 1026; Fair Credit Reporting Act, Appendix C, FCRA Model Forms, 12 C.F.R. § 1022.1.

[10]  12 U.S.C. § 5531(a).

[11]  American Bankers Assoc., Consumer Bankers Assoc., Financial Services Forum, Bank Policy Institute, and The Clearinghouse, GENIUS Act Implementation, Letter to the U.S. Department of the Treasury, Nov. 4, 2025.

[12]  Arthur E. Wilmarth, The Looming Threat of Uninsured Nonbank Stablecoins, 50 Delaware Journal of Corporate Law 3, at 117.

[13]  OCC Regs at 10203.

[14]  Wilmarth, at 10 & 37.