Sarah Wilson, Circle's General Counsel, on the IPO Process, GENIUS Act, and More

In this episode of Fintech Layer Cake, host Reggie Young sits down with Sarah Wilson, General Counsel at Circle, to explore how Circle is shaping the global legal and regulatory frontier for stablecoins and digital assets. She shares her path from big law to fintech, why stablecoins represent the perfect intersection of finance, technology, and regulation, and how Circle manages compliance across 185 countries. 

Sarah breaks down the Genius Act—its real scope, biggest misconceptions, and what it means for payment stablecoins. Sarah also offers a behind-the-scenes look at Circle’s IPO journey, what shifts when a company goes public, and how Circle built Arc, an institutional-grade blockchain platform. Packed with insights on compliance, innovation, and digital finance governance, this episode is a must-listen for fintech operators, lawyers, and anyone shaping the future of financial infrastructure.

Transcript

Reggie Young:

Welcome back to Fintech Layer Cake, where we uncover secret recipes and practical insights from fintech leaders and experts. I'm your host, Reggie Young, Chief of Staff at Lithic. On today's episode, I chat with Sarah Wilson, the general counsel of stablecoin issuer, Circle. I was excited to get Sarah on the podcast, given that Circle is at the forefront of stablecoins and just went public. We chat about the GENIUS Act, the IPO process, and much, much more. 

Fintech Layer Cake is powered by the card-issuing platform, Lithic. We provide financial infrastructure that enables teams to build better payments products for consumers and businesses. Nothing in this podcast should be construed as legal or financial advice.

Sarah, welcome to Fintech Layer Cake. Really excited for our conversation today. Despite being a lawyer myself, I actually don't get a ton of lawyers on this show, so excited for our conversation.

I love to start talking about your arc that led you to Circle. Arc, pun not intended. We'll come back to that later. So you have experience at a large law firm, Sullivan & Cromwell, then worked in real estate, then healthcare. Why stablecoins? And Circle is the next step. Lawyers can be such risk-averse people. I always find it interesting when they pivot to more- I don't want to call stablecoins crypto because I know the industry is starting to bifurcate those two. But yeah, I would be curious about what led you to stablecoin as your next step.

Sarah Wilson:

Thanks for hosting me, Reggie. Really excited to be here today. And thanks for having me as a guest, even as a general counsel and an attorney.

I'm not surprised by your question. I get it from a lot of people of, how do these various industries and arcs of where you've gone fit together because they seem quite diverse, right? I've actually had the pleasure to work with a number of companies over the years in a variety of industries. I would say a key theme in my career has been following complex and evolving regulatory frontiers. At Sullivan & Cromwell, I was a corporate attorney. I worked on highly structured, complex transactions. And then in real estate and healthcare, I navigated industries that were deeply shaped by state and federal regulations.

To me, stablecoins seemed like the perfect next frontier. They sit at the intersection of finance, technology, and regulation, and they present some of the most pressing questions about how our legal and economic system adapt to digital assets. For me, joining Circle gave me the chance to help shape not just one company's path, the regulatory and policy framework for the entire sector, which is super exciting for a general counsel to be able to do as well. I've also enjoyed advising companies as they embark on strategic transitions, and taking a company public from the inside was something I had wanted to do having spent years advising companies on going public as outside counsel.

Reggie Young:

I love it. Yeah, I imagine the interesting next step after navigating federal and state regulations is then to help shape them, go a little earlier in the process. So that makes a lot of sense.

What are the unique considerations of being a general counsel of a stablecoin issuer versus some of the other companies that you've been at?

Sarah Wilson:

I think that's a great question. At Circle, financial regulation and public trust underlie pretty much everything that we do, particularly in the legal team. And every legal decision has a financial stability and systemic risk overlay. Unlike a SaaS company where scaling is largely a commercial question, for example, or traditional nonregulated entity that doesn't have to think through that, here, at Circle, as we scale, we have to think not just about commercial opportunities, but how does AML and sanctions, custody, liquidity management, things like GENIUS, more formal prudential supervision, how does it all overlay, and the fact that we are around the world, right? USDC is accessible in 185 countries. And so how do we think about all of those factors as a general counsel, as a legal team, and advising our business partners as we expand as well? It's really quite varied. And I really enjoy the variety and the challenges that you have to think through as you're growing a company.

Reggie Young:

Yeah, a little more complicated than negotiating simple order forms. 

Sarah Wilson:

Yeah, nothing simple around here. 

Reggie Young:

You mentioned 185 countries, which is a great segue to my next question. USDC is used all over the world. How do you manage that? 185, overseeing the legal function, how do you stay on top of all that? Seems like a lot to manage to me.

Sarah Wilson:

It seems like a lot, indeed. There's no quiet day over here. But while we're accessible in 185 countries, it doesn't mean that we have operations, boots on the ground in every one of these places. It's really about a few components to being all over the world. First, at our core, we've always been regulation first, and that has driven our global footprint. As I think about it, it's about regulatory licensing, making sure where we need to be regulated, that we comply. There's global standards that we want to ascribe to, to have a framework that's a baseline across markets, and then partnerships as well.

Taking regulatory licensing, for example, we maintain licenses in multiple jurisdictions around the world. But we also work through regulated entities, ensuring that we meet local requirements on payments, money transmission, and AML. We are the first global issuer to comply with MICA. We're the first bit license holder here in New York. We have a major payment institution license in the Monetary Authority in Singapore. And we're also comprehensively regulated as a money transmitter in 46 states, as well as DC and Puerto Rico. While it sounds like a lot, there's specific jurisdictions where we have to be regulated, and we comply with those regulations.

But also, from a global standards perspective, we align our compliance program with frameworks like FATF Recommendations to create a consistent baseline across markets. We're members of TRUST and Global Travel Rule networks, which allow for secure travel data exchange amongst virtual asset service providers. And finally, we think it's really important to proactively engage with regulators and industry groups worldwide so that we're helping to shape the regulatory frontier and not just reacting to it as well.

We also make sure that our perimeter is really clear, too. We manage the issuance, the redemption and reserves, but our customers are institutions, they're not retail holders. And by keeping that perimeter well defined, we can tailor compliance to where Circle actually bears obligations, not every downstream transaction globally. 

Reggie Young:

Interesting. The global aspect of it is just wild to me. I was talking with somebody on the policy team at Wise about just the cross-border stuff they have to deal with, and I imagine throw stablecoins on top of that. I've done a little bit of policy work in the US. Just one state in the US can eat up so much time to try and get the thing you want slightly nudged that I can only imagine me at the forefront of developing policy in countries all over the world takes up a lot of time.

Sarah Wilson:

It does. We have a fantastic cross-functional legal policy compliance team that really works together across jurisdictions. But like you said, you've got to really understand the rules of the road everywhere and what it means for you as a business when you want to have your product available everywhere.

Reggie Young:

I love it. I would love to talk about the GENIUS Act a little bit. That's obviously one of the hot items of 2025 for the stablecoin industry. Are there any top misconceptions that you see folks- the hot takes that are all over LinkedIn that, as a lawyer, I read, I'm like, I'm not sure that's entirely true. I'd be curious what your list of top misconceptions about the GENIUS Act is.

Sarah Wilson:

I'm sure there's a number of top misconceptions, as you said, posted across LinkedIn or whatnot. But I think the biggest misconception is that it regulates crypto broadly. In reality, GENIUS is actually very targeted. It created a national framework for payment stablecoins like USDC, those that are specifically backed one-to-one by cash and treasuries, or as they say in the regulation, highly liquid assets. It's not about DeFi tokens, NFTs, or Bitcoins. It’s really focused on one specific aspect of the crypto sphere, which is payment stablecoins.

I think another misconception is that it hands Federal Reserve’s sweeping control. In reality, it really empowers the OCC and Treasury and the Federal Reserve to ensure that if an issuer calls itself a payment stablecoin, that issuer actually has the qualifying assets, it has the compliance programs and the infrastructure to back up that claim. Those are just a couple that I've seen and think that those are obviously ones that we want to make sure are corrected.

Reggie Young:

Definitely. Where did you think the GENIUS Act fell a little bit short? Or is there a particular area that you'd like to see more clarity? Because I agree with you, it's actually a lot narrower scope of certainty than a lot of folks think. So where would you like to see a little more clarity?

Sarah Wilson:

Funny you mentioned clarity as that is being negotiated at this point in time. But I think from the GENIUS Act, the legislation was quite historic, right? It's both well-tailored and robust, and it was a tremendous bipartisan effort. That goes a long way toward helping ensure that it stands the test of time, which is super important.

And with that kind of clarity and certainty, the United States can continue to be at the frontier and the forefront of digital asset innovation. That said, we aren't done yet. The legislation might have been a significant milestone, but there's still a lot to come with the rulemaking process, which we're closely engaged with. That is really the next step, is going through that rulemaking process.

Reggie Young:

Yeah, it makes sense. I referenced arc at the beginning of this. Now we can circle back to my unintended pun. We're recording this late September. A little over a month ago, Circle launched Arc, which, in my opinion, was underappreciated and underreported in the fintech space broadly. Could you break down what Arc is for our listeners and why it's so exciting?

Sarah Wilson:

Yeah, of course. It is an open Layer-1 blockchain, and it circles institutional platform for digital assets. Think of it as enterprise-grade rails that let banks, fintechs, and asset managers tokenize and transact with dollars, treasury, and other assets in a safe, compliant way that has settlement finality. Arc is built around USDC as the settlement layer, but it allows institutions to move tokenized dollars and their tokenized treasuries seamlessly with the confidence that reserves and compliance are fully in place.

Traditional markets, as most people know, settle on a T+2 basis, which creates counterparty and liquidity risk. With Arc, settlement can be near instant, it's 24/7, and it's programmable, which really reduces costs, it improves liquidity, and unlocks new financial products. So really, it's our Layer-1 blockchain. It's a base network that's going to provide the core infrastructure for security and settlement. And we believe that stablecoin finance requires its own settlement layer, one that's built specifically for the institutions, enterprises, and developers that we're seeing more and more interest from to build stablecoin applications.

Reggie Young:

Love it. I started my career in a boutique firm focused on crypto. Stablecoins were starting to become a thing. But I love you started that answer with institution grade, which was a dream in 2017, 2018 when I was in the space. And so it's fun to see everything you just referenced about Arc is like a self-enforcing system that institutions trust. It's nice to see that dream and vision start to become more realized

Sarah Wilson:

Right. It's all about having the trust and safety and security for institutions. GENIUS Act is allowing traditional finance to come into play, and so we want to make sure that we have the blockchain network for user ability.

Reggie Young:

Definitely. Would love to talk about the IPO process, because that's a whole thing. As a lawyer, that is something a lot of in-house counsel dream of being able to go through. After having gone through Circle’s IPO process, any top tips? What were your two or three or whatever biggest lessons or insights from that process?

Sarah Wilson: 

Well, I could probably spend an entire hour speaking about the IPO process, having done it from an outside counsel perspective and now in-house. It's one that's really all encompassing for a general counsel. But it's also super fun and super rewarding at the end of the day. And like you said, super thankful to have been able to go through that process with this team. But let me be brief here and think through some of the things that I would want to know as general counsel going through this.

First, build your public company muscles early, disclosure controls, internal audit, board governance structures. All of that takes time, but also change management, not only implement, but to ensure proper understanding along the way. It's not like that everyone just wakes up one day and understands what's required for public company disclosure, or how the board is going to shift as a public company. And so you really want to have piecemeal education along the way.

It's also super important to involve your business leaders. Start by doing snippets of education throughout the layers of management and the team. And also involve your business team leaders in drafting risk factors and drafting the MD&A disclosure so they actually understand the level of disclosure that's required for public companies.

I find it super helpful to have them start thinking through what would be required if we were negotiating a deal, right? And what sort of risk factor should we all be thinking about within the space? And so building the muscles early, and often for everyone, not just the legal and finance team, is an important way to start educating and start training everyone to operate within the public company framework. And then make sure the culture of compliance scales with the IPO. You can't just flip the switch on Sarbanes-Oxley overnight. Really scaling over time is important.

Reggie Young:

Yeah, I love that constant theme of education. I've heard that from other folks that have gone through IPOs. Yeah, it's not just a bunch of lawyers in a room drafting disclosures. It's a lot of ongoing education that you have to give out piecemeal to get folks used to the culture, especially if you're coming from a high-growth company background that's used to being scrappy and maybe cutting corners here and there to get folks- yeah, it's a big mindset shift for sure.

Sarah Wilson:

Yeah, and I think it's helpful to have your business colleagues think through what are the risk factors. It's a shifting of your mindset, as you said, when you're scrappy and moving quickly, to really think about what are the risk factors inherent in a business. And so what do you want to think about is important to an investor to disclose as well. So it's a great partnership to form early on.

Reggie Young:

Yeah, definitely. Circle’s the first stablecoin issuer to have gone public. How did the regulatory novelty of stablecoins come up in that process? 

Sarah Wilson:

The novelty was everywhere. We had to draft risk factors explaining regulatory uncertainty in the US, the potential for rapidly changing regimes globally, and the systemic nature of stablecoin operations. We really worked closely with our bankers, auditors, and counsel to educate them on how to frame the risks credibly without overstating or understating them, which also really reinforced the need for regulatory clarity. Part of our engagement on GENIUS was to receive regulatory clarity.

What's interesting is that given how long we were under registration, we also then had to revise our disclosure as new rules and guidance came out. So it was a really an ever-evolving framework to think about all of the obligations of the company during this process and how the changing nature of the regulatory existence that we're in really impacted how we think about what are the risks of the business and how do we have clarity for our investors and what they're investing in.

Reggie Young:

Yeah, things change fast in the crypto and stablecoin space, so the risk factors- I saw it from the investment fund perspective of every month was a new risk factor that we'd have to draft. But I can only imagine, with the depth of risk disclosures that you have to do for an IPO, yeah, a lot to manage for sure.

Sarah Wilson:

A lot to manage and a lot of changes along the way. All very helpful, but still it was interesting to be going through it at a time of really dynamic regulatory changes.

Reggie Young:

Yeah, definitely. How does being general counsel of a public company compare to having been chief legal officer of a private one? Obviously, there's quarterly reporting and stuff to deal with, but if there are other broad strokes differences that you've experienced, I'd be curious to hear what they are.

Sarah Wilson:

I think the fundamental difference of being a public company general counsel is really having the discipline of disclosure. As a private company CLO, you advise on strategy and risk, but much of it stays internal, right? You don't have to worry about how markets and investors are going to react. As a public company GC, you have to translate all of your advice into disclosure language that the markets, regulators, and even courts, can scrutinize over time. And so it really has to create a tighter feedback loop between legal, finance, and the business.

I think the GC has to be much more integrally involved with the finance and business functions to ensure that not only are they properly educated, but they're thinking through disclosure implications as well and making sure that they're really keen on being business partners along the way so that we're all thinking through what are the implications to our shareholders and from a public company governance perspective of anything that I'm advising on.

Reggie Young:

Interesting. Yeah, I imagine that orientation around disclosures is definitely a mindset shift. Awesome. 

Sarah Wilson:

Yeah. Like you said, it's not just quarterly rigor, right? It's the daily rigor of just changing your mindset of what it means to operate within a public company.

Reggie Young:

Yeah. I'm thinking about some of the strategic customers that we work with at Lithic, where they're a prospect and you're figuring out how this deal's going to be structured. I can only imagine throwing another layer on top of that of like, how does this play into our disclosures as a whole new muscle build out?

Sarah Wilson:

Indeed. Yes. 

Reggie Young:

Awesome. Two wrap-up questions. First is, what are some of the biggest misconceptions you encounter about stablecoins?

Sarah Wilson:

I think the biggest misconception I encounter is that they're speculative crypto coins. Trying to explain what I do to people doesn't always resonate of, isn't that just like a stock and it's speculative over time? It's not Bitcoin, right? Stablecoins are fully reserved. They're quite the opposite from crypto coins. They're specifically designed not to fluctuate in value. They're really more like a digital version of a bank deposit. They're backed one-to-one by dollars and treasuries. And the innovation is more in the form factor, in blockchain rails and the 24/7 availability and the interoperability. It's not in creating new risk in the underlying asset.  It's something that I find often people don't understand about stablecoins. But that's from those who aren't in the space on a daily basis.

Reggie Young:

Yep. Earlier, I mentioned the bifurcation of crypto and stablecoins. I've enjoyed seeing that. They are different buckets, definitely.

Last wrap-up question for me. Is there anything you've been thinking about a lot lately that you think folks in fintech or the stablecoin space aren't talking about enough?

Sarah Wilson:

I think it's really the rapidly evolving regulatory environment around the world and how do you continue to accelerate and grow as a company all around the world with the changing regulatory regimes. I think there's news on a daily basis, it seems, of changes in regulatory environments. I also think that we're starting to see just more and more companies in the traditional finance space wanting to dig in on stablecoins with the passage of the GENIUS Act. I'm super excited just about the opportunities of where this space is going. And I think with the GENIUS Act and the clarity we're getting from it, it really is opening up the aperture for wanting to change internet finance and how we all operate. I think there's just constant changes that we're all paying attention to.

Reggie Young:

Yeah. I love it. Awesome. Sarah, thanks so much for coming on. This is a quick episode. I'm not used to lawyers as guests who tend to have very thoughtful, articulate answers ready. This has been awesome. Thanks so much for coming on. 

Sarah Wilson:

Thank you for hosting me. Really appreciated it.