SEC Opens Door to Tokenized Stocks as First Venue Plans Near

Perspectivas clave:

• Taylor Lindman expects the first tokenized stocks venue notices to arrive next quarter.
• Issuers have 30 days to object to third-party tokenized stocks trading on a venue.
• The SEC’s five-year exemption sets trading caps and requires responsible operators.

Tokenized stocks could move closer to U.S. trading as firms prepare notices under the Securities and Exchange Commission’s Innovation Exemption.

Taylor Lindman, the chief counsel of the SEC Crypto Task Force, expects the first notices to be issued next quarter. Those filings would identify prospective operators and describe their plans before the market begins taking shape.

Lindman outlined that schedule during a Crypto In America interview with SEC Commissioner Hester Peirce. The five-year conditional exemption already applies, although he expects firms to need time before publishing notices.

Tokenized Stocks Face Notice and Issuer Requirements

Under the exemption, eligible venues can provide permissioned trading through automated market makers and liquidity pools on public, permissionless blockchains.

The framework covers tokenized versions of U.S.-listed stocks and requires operators to publish notices describing their activities. They must then notify the SEC within one business day of publication.

A separate requirement gives public companies a role before certain shares reach these venues. Operators must allow issuers 30 days to object to tokenized stocks created by an unaffiliated third party. An objection prevents that venue from offering the shares.

Peirce said she does not expect widespread objections from issuers to prevent the model from developing. She described interest among companies she has consulted and said issuers value liquidity. She also expressed interest in connections between tokenized markets and traditional trading venues.

Identifiable Operators Remain Responsible

Although venues will use tools associated with decentralized finance, they will retain identifiable operators. Lindman described the arrangement as “more onchain finance than DeFi” during the interview.

Each venue must have a person or entity responsible for operations and compliance with the exemption’s conditions. Peirce identified that approach from decentralized, peer-to-peer finance, which typically lacks a central intermediary.

She said decentralized mechanisms could support direct stock trading, while widespread adoption would raise regulatory questions. Meanwhile, Lindman said firms have already contacted the agency about using the exemption.

That interest accompanied discussions at the SEC’s recent roundtable on round-the-clock trading.

Wall Street representatives considered continuous markets and potential benefits from blockchain-based trading. However, some industry participants questioned whether the exemption’s stock and trading caps would support commercially viable platforms.

Market Opportunities and Future Outlook for Tokenized Stocks

Peirce said the limits permit meaningful business activity beyond small technology experiments. She added that the SEC could reconsider the caps if they obstruct development. For now, she believes operators have room for substantial experimentation within the framework.

The exemption nevertheless provides temporary relief rather than permanent rules for tokenized stocks.

Peirce said future requirements could increase as venues cross trading thresholds, resembling the approach for alternative trading systems. That possibility forms part of the broader SEC crypto initiative known as Project Crypto.

SEC Chair Paul Atkins likewise said durable rulemaking must follow the interim measure. He described the exemption as a way to observe market development while upholding investor protections and market integrity standards.

The agency could use that experience to inform final rules and potential congressional consideration of additional legislation.

The SEC announced the exemption two days after the Clarity Act failed to advance in the Senate. Peirce also addressed concerns that future administrations could reverse current initiatives. She argued that later administrations would want to retain useful developments, while reiterating the relief’s temporary purpose.

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