Original Title: "Securities or Commodities? A Decade-Long Tug-of-War Ends, 'Cryptocurrency Market Structure Act' Races to the Senate"
Original Author: Ding Dong, Odaily Planet Daily
On December 10, U.S. Senators Gillibrand and Lummis stated at the Blockchain Association Policy Summit that the "Cryptocurrency Market Structure Act" (CLARITY Act) is expected to release a draft this weekend and enter the revision and hearing voting phase next week. This means that this long-awaited legislative project has officially entered a decisive window.
The bill was first introduced in the U.S. House of Representatives on May 29, 2025, co-sponsored by House Financial Services Committee Chairman Patrick McHenry and Digital Assets and Innovation Subcommittee Chairman French Hill, and was passed by the House on July 17 with an overwhelming majority (294 votes in favor). It is currently awaiting final review by the Senate.
Core Design of the Bill: Classification Rather Than One-Size-Fits-All
The core of the "Cryptocurrency Market Structure Act" lies in its attempt to end the decade-long tug-of-war between U.S. regulators and the industry over "whether it is a security or a commodity," marking the first time a clear boundary for digital assets is drawn in legislative form, avoiding a "one-size-fits-all" regulatory model and instead adopting a classification regulatory framework. Specifically:
Legal Distinction Between "Digital Commodities" and "Digital Securities"
The bill clearly defines the vast majority of tokens natively issued on decentralized blockchains as "digital commodities," transferring regulatory authority to the Commodity Futures Trading Commission (CFTC); only those tokens that meet the Howey test and possess typical "investment contract" characteristics will continue to be regulated by the SEC under securities laws.
Exemption Path for "Mature Blockchains"
To prevent all tokens from being forcibly classified as securities, the bill establishes a "mature blockchain system" standard: when a blockchain meets the criteria of "highly decentralized" (no single entity controls more than 20% of the token supply or validation rights, and its value primarily derives from actual network use), it can be exempted from SEC's securities registration requirements. This provides a clear path for mainstream assets like Bitcoin and Ethereum, ensuring that regulation does not stifle technological advancement.
Complete Shift of Secondary Market to CFTC Regulation
The bill requires all platforms engaged in the trading of digital commodity spot or derivatives to register with the CFTC as "digital commodity trading platforms" (DCE), digital commodity brokers, or dealers. Considering industry realities, the bill also specifically sets up a "temporary registration" channel lasting up to 360 days, ensuring that existing compliant platforms will not be forced to shut down due to technical violations during the transition period, thus achieving a smooth transition.
Limited Financing Exemption
Even for initial token offerings on mature blockchains, if still classified as "investment contracts," issuers can apply for an exemption from the registration requirements of the 1933 Securities Act, but the total annual fundraising amount must not exceed $75 million, and they must fulfill stricter information disclosure obligations. This design attempts to find a balance between encouraging innovation and protecting investors.
CFTC and SEC's Division of Labor: From Confrontation to Collaboration
For a long time, the ongoing tug-of-war over jurisdiction between the SEC and CFTC has been described by the industry as the "Achilles' heel" of the crypto sector. The uncertainty in regulation has even been seen as a significant hidden cost suppressing the innovation vitality of the U.S. domestic market. If the "Cryptocurrency Market Structure Act" is formally enacted, it will completely end this situation in legislative form, establishing a clear division of responsibilities: the CFTC will become the core regulator of the digital commodity secondary market, while the SEC will focus on the issuance and private placement of tokens that still possess securities attributes in the primary market.
To ensure coordination between the two agencies in overlapping areas, the bill requires the establishment of a permanent "Joint Advisory Committee," which mandates that either party must formally respond to non-binding recommendations made by the committee when formulating rules that may affect the jurisdiction of the other. This mechanism aims to avoid future regulatory vacuums or overlapping regulations.
At the same time, the bill provides clear protections for the decentralized finance ecosystem: front-end developers, node validators, miners, and other non-custodial, non-profit roles will be explicitly excluded from the definitions of "brokers" or "dealers," significantly reducing the compliance burden at the protocol level and preserving reasonable space for technological innovation.
Supporting Actions Progressing Simultaneously: CFTC is "Leading the Way"
As the Senate review of the "Cryptocurrency Market Structure Act" enters a critical phase, on December 5, Caroline D. Pham, acting chair of the U.S. Commodity Futures Trading Commission (CFTC), announced that spot cryptocurrency products will be allowed for the first time to trade on regulated futures trading platforms registered with the CFTC.
Pham stated that this move is part of the Trump administration's commitment to making the U.S. the "world's cryptocurrency capital," aiming to address the lack of protections associated with offshore trading platforms by providing a regulated domestic market.
Additionally, as part of the "Crypto Sprint" initiative, the CFTC will also promote the use of tokenized collateral (including stablecoins) in the derivatives market and revise rules to support the application of blockchain technology in infrastructure such as clearing and settlement, which will strengthen the CFTC's leadership role in the digital asset space and align closely with the spirit of the bill.
Trump's Nominations Accelerate: Crypto-Friendly Leadership in Place
Since Trump's second term began, the personnel layout of major U.S. financial regulatory agencies has continued to tilt towards supporting digital assets, a shift that has become a key catalyst for the accelerated development of the crypto industry.
U.S. Securities and Exchange Commission (SEC) Chairman Paul Atkins stated in an interview with CNBC that the U.S. has been "resisting" cryptocurrencies for "too long." Paul Atkins was appointed by Trump and took office in 2025. He views the "Cryptocurrency Market Structure Act" as part of "Project Crypto," which aims to bring order and fairness to the classification of digital assets through legislation and rules.
At the same time, Trump nominated Brian Quintenz to serve as CFTC Chairman and Commissioner on October 25, 2025. He is a former crypto lawyer who represented several crypto companies (such as venture capital funds and blockchain projects) at Willkie Farr & Gallagher law firm and has served as the chief legal advisor for the SEC's crypto task force since March 2025, directly reporting to Atkins.
Trump also nominated Travis Hill to serve as Chairman of the Federal Deposit Insurance Corporation (FDIC), where he has served as acting chairman since 2025. Hill is also crypto-friendly and has publicly supported banks' involvement in crypto custody and stablecoin issuance, believing it can enhance financial inclusion. The FDIC is the interface regulating banks and crypto (such as stablecoin issuers), and his appointment may facilitate banks' entry into the crypto space.
After the government resumed operations, the SEC has also rolled out a series of institutional optimization plans to accelerate the ETF approval process, sending a very clear overall signal: the regulatory logic is transitioning from defensive management to structural acceptance.
Conclusion: The U.S. is Completing the "Legal Puzzle of Crypto"
More importantly, the advancement of the "Cryptocurrency Market Structure Act" may consolidate the effectiveness of the "U.S. Stablecoin Innovation Act" signed by Trump earlier this year, which has already provided a secure framework for stablecoin issuance. This new bill further perfects the legislative puzzle regarding the crypto industry, filling the market structure gap and propelling the U.S. from being a "follower" in global crypto regulation to a "leader."
Overall, these policy and personnel changes signal structural opportunities for the U.S. crypto ecosystem, and clearer regulation may attract more institutional capital. However, challenges have not disappeared, such as coordinating the details of DeFi regulation and aligning with international standards. But for global crypto practitioners, this is not just a U.S. story; it is also an important window period for the entire industry.
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