Author: Blockchain Knight

On December 4, the SEC Investor Advisory Committee held a special meeting to publicly discuss the long-avoided issue of "how publicly traded stocks on the blockchain should operate."

Architects from institutions such as Nasdaq, BlackRock, and Coinbase gathered to discuss the issuance, trading, and settlement rules of equity tokenization, focusing on "how to ensure that tokenized stocks adhere to the same standards as Apple stocks within the existing regulatory framework."

The timing of the meeting highlights regulatory pressure, as Nasdaq has submitted a formal proposal to trade tokenized versions of listed stocks alongside traditional stocks on the same order book, arguing that blockchain settlement does not need to detach from the national market system.

SEC commissioners have previously made their stance clear: tokenization does not change the nature of the asset, and tokenized securities remain fully subject to federal regulations. This meeting focused on the implementation details of this framework, such as control rights, NBBO mechanism adaptation, and the feasibility of short selling.

Nasdaq's "internal system" proposal is the most representative, where tokenized stocks share CUSIP codes, execution priority, and economic rights with traditional stocks, with blockchain merely replacing the backend ledger while front-end regulatory rules remain unchanged. Issuers still register under the Securities Act, exchanges operate under the Exchange Act, and DTC is responsible for delivery assurance, with trades still contributing to the National Best Bid and Offer (NBBO).

DTC is building blockchain infrastructure, and if progress goes smoothly, real-time trading may start in the third quarter of next year. In this model, transfer agents maintain the blockchain registry according to existing standards, with only the underlying database differing.

The meeting will clarify key distinctions that are often overlooked: native issuance versus wrapped issuance. Native tokenized shares are created by the issuer putting equity on-chain, granting holders full voting rights and dividend rights; whereas wrapped tokens commonly found on offshore platforms only provide economic exposure without core shareholder rights.

Nasdaq warned of risks using the European market as an example, noting that the price of tokens tracking Apple became severely disconnected from the underlying stock price, and investors only realized they held synthetic derivatives after the collapse.

SIFMA emphasized that tokenization must retain complete legal and beneficial ownership; otherwise, it will devolve into a product of a completely different nature.

Regulatory friction shows clear stratification, with low-friction scenarios being the model proposed by Nasdaq, where issuers register tokenized stocks and list them, swapping with traditional stocks, as current regulations already allow them to be viewed as a settlement technology innovation; high-friction scenarios include 24/7 trading and trading on non-NMS blockchain venues (which disrupt the NBBO mechanism).

The Senate's "Responsible Financial Innovation Act" has clearly classified tokenized stocks and bonds as securities, solidifying the SEC's regulatory authority, and attempts to evade regulation will face legislative resistance.

This meeting is not about rule-making but rather providing an assessment framework for the SEC, with the core disagreement still revolving around "integrating blockchain into the existing system or building a new system." It marks the transition of equity tokenization from industry discussion to regulatory demonstration, with the ultimate direction depending on the balance between technological innovation and existing rules.

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