Summary: Felix, PANews

As major companies intensify efforts to introduce tokenized stocks into the U.S. market, Republican SEC Commissioner Hester Peirce stated in a statement on July 9 that while blockchain technology is powerful, it does not possess the magical ability to change the nature of the underlying asset. Tokenized securities are securities themselves and must comply with federal securities laws.

Additionally, Hester Peirce emphasized in her statement that tokenized stocks, notes, or rights "are still securities," requiring issuers, intermediaries, and traders to adhere to existing federal laws when creating, selling, or transferring these securities.

Hester Peirce's statement pointed out that tokenization can occur in two ways: issuers can mint a blockchain version of their own stock, or custodians can wrap third-party securities and issue receipts.

"Sometimes, issuers will tokenize their own securities. For example, an operating company or investment company can tokenize its stock. Alternatively, a non-affiliated third party that holds securities issued by other entities may issue new tokenized securities linked to the securities it holds, or tokenize the 'security interest' held by investors against the custodian."

Hester Peirce warned that the second model introduces counterparty risk, as token holders rely on the custodian's solvency and control over the underlying stock.

Hester Peirce also noted that distributors of tokenized securities must consider their disclosure obligations under federal securities laws, referencing a recent staff statement from the SEC's Division of Corporation Finance on this topic. Furthermore, market participants should meet with the Commission and its staff early when constructing their tokenized products.

"Market participants involved in the distribution, purchase, and trading of tokenized securities should also consider the nature of these securities and their implications under securities law. For example, depending on the circumstances, a token may be a 'security receipt,' which is itself a security but differs from the underlying security held by the token distributor. Alternatively, if the token does not confer legal and beneficial ownership of the underlying security to the holder, it may be a 'security-based swap,' which retail investors cannot trade over-the-counter. While blockchain-based tokenization is an emerging phenomenon, the process of issuing instruments representing securities is not. The on-chain and off-chain versions of these instruments are subject to the same legal requirements."

In response to this statement, ConsenSys lawyer Bill Hughes summarized on the X platform, "In short: we've heard some crazy stories about your plans to launch tokenized U.S. stocks, and you need to seriously hit the brakes. Meet with us to discuss; we can consider whether exemptions or modifications to the rules are necessary. But don't get it wrong, securities laws apply both on-chain and off-chain."

Bloomberg ETF analyst James Seyffart commented on the X platform that Hester Peirce's clarification sounds like a warning to all companies and protocols planning to build bridges for securities tokenization, akin to "Hey, pay attention."

It is worth mentioning that crypto companies, including Coinbase and Kraken, have shown interest in launching tokenized stocks. If approved by the SEC, they would be able to offer blockchain-based trading of traditional stocks, thereby directly competing with other more traditional financial brokerage firms.

SEC Chairman and Republican Paul Atkins stated in an interview with CNBC last week that the agency should encourage innovation when asked about the prospects of securities tokenization.

However, critics argue that this new technology could become a means to evade SEC regulation and expose retail investors to new risks.

Senator Elizabeth Warren stated that a cryptocurrency market structure bill, the "CLARITY Act," which is set to be voted on in the House, includes provisions "allowing non-cryptocurrency companies to tokenize their assets to evade U.S. SEC regulation." "According to the House bill, publicly traded companies like Meta or Tesla could easily escape U.S. SEC oversight simply by deciding to put their stocks on the blockchain."

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