U.S. SEC Chairman: Building a Bridge to Lasting Rules for Tokenized Stock On-Chain Trading

SEC Chairman Paul Atkins issued a statement regarding the committee's approval of the "innovation exemption." He pointed out that more than a week ago, Congress failed to advance the CLARITY Act, thus the SEC today took significant steps within its statutory authority to bring the U.S. capital markets into the digital age by promoting on-chain trading of specific tokenized stocks.

The order grants two types of temporary, conditional exemptions under Section 36(a)(1) of the Securities Exchange Act: first, it exempts "Tokenized Securities Venues" (TSV) from the definition of "exchange" under the Securities Exchange Act; second, it exempts specific liquidity providers ("regulated companies") from the definition of "dealer." Atkins emphasized that the anti-fraud and anti-manipulation provisions of federal securities laws fully apply to all securities activities in these markets, without exception.

The exemption comes with several investor protection conditions: TSV must be U.S. entities and comply with OFAC sanctions; access standards must be set for a licensing system, allowing only specific participants to trade; synthetic products cannot be used—tokenized NMS "national market system" stocks must be tokenized by the issuer of the underlying stock or its representative, or by a third party not affiliated with the issuer, and holders must enjoy the same rights as traditional securities (including dividends and voting rights); issuers have the right to oppose and prevent their securities from being traded on TSV.

Atkins stated that the committee is not solidifying current technology as future standards but rather allowing the market to evolve, monitoring its development, and using this as a basis to establish a more flexible, future-oriented regulatory framework. This exemption is a temporary measure, and the committee is seeking public input on all aspects, emphasizing that this transitional arrangement must be followed by the establishment of permanent rules to ensure that on-chain markets maintain a viable path as capital markets evolve.