Crypto Task Force Written Input

Please find written input submissions to the Crypto Task Force below. The written input is posted without modification. We hope sharing the submissions will help encourage productive dialogue and continued engagement. Please note that the “Key Points” and “Topics” are AI generated. AI can make mistakes, and the Key Points and Topics are not a replacement for you reading the submissions. The Crypto Task Force has not reviewed these AI-generated summaries for accuracy or completeness. If you believe a Key Point or Topic is inaccurate, please email the Crypto Task Force at crypto@sec.gov. The written input provided to the SEC and posted on this page does not necessarily reflect the views of the Crypto Task Force or others in the U.S. Securities and Exchange Commission.

Date Written Input Topic(s) Key Points
Paul Grewal, Coinbase

Re: There Must Be Some Way Out of Here: Recommendations on the Regulation of Digital Securities Markets 		Crypto ETPs, Custody, RFI Responses, Safe Harbor, Security Status, Tokenization, Trading
  • Clarification that digital assets not conveying rights in a business enterprise are digital commodities, not securities.
  • Recognition of self-custody and autonomy benefits, allowing investors to hold and control their assets without intermediaries.
  • Proposal for a safe harbor for network and protocol tokens sold through investment contracts, with tailored disclosure requirements.
     
Angela Dunn, Nasdaq, Inc.

Re: SR-Phlx-2025-08, Nasdaq Bitcoin Index Options 		Crypto ETPs, RFI Responses, Security Status, Trading
  • Phlx proposes to list and trade Nasdaq Bitcoin Index Options as a foreign currency option under Section 3(a)(10) of the Securities Exchange Act of 1934.
  • The Crypto Task Force is seeking comment on whether certain crypto assets fall within any category of financial instruments, other than investment contracts, listed in the definition of "security" in federal securities laws.
  • Bitcoin is officially recognized as legal tender in El Salvador, alongside the U.S. dollar, and is considered a foreign currency under Section 3(a)(10) of the Act.
     
Lee Reiners, Duke University

Prepared Statement for SEC’s Crypto Task Force March 21, 2025 Roundtable titled “How We Got Here and How We Get Out – Defining Security Status” and Responses to “Security Status” Questions in SEC Commissioner Hester Peirce’s February 21, 2025 Statement... 		Custody, Public Offerings, RFI Responses, Safe Harbor, Security Status, Tokenization, Trading
  • The Howey test has been consistently applied to cryptocurrency cases, reaffirming that digital tokens, when offered and sold under investment schemes, are investment contracts subject to federal securities laws.
  • Federal courts have repeatedly confirmed the SEC’s jurisdiction in numerous crypto-related enforcement actions, with the SEC winning or settling the vast majority of over 200 cases.
  • The SEC’s shift in enforcement strategy in 2023, targeting crypto exchanges rather than individual token issuers, has been affirmed by courts, reinforcing the applicability of Howey to these platforms.
     
Andreesen Horowitz, a16z

Re: Comments on the SEC Crypto Task Force’s Questions Concerning the Security Status of Crypto Assets 		Custody, RFI Responses, Safe Harbor, Security Status, Tokenization
  • The document proposes a control-based decentralization framework to limit the application of federal securities laws, suggesting that when control is eliminated, the application of securities laws should be limited.
  • It emphasizes the need for a clear regulatory taxonomy that separates crypto asset classification from transaction analysis, aiming to reduce regulatory uncertainty and enforcement-driven policymaking.
  • The response advocates for the establishment of compliant pathways for network tokens, including the creation of a safe harbor for certain airdrops and incentive-based rewards.
Zack Dane, Revolve

Public Security Opinion 		RFI Responses, Security Status, Tokenization, Trading
  • The document discusses the need for tailored disclosure requirements for Real World Asset (RWA) backed digital assets versus speculative or enterprise-driven assets.
  • It emphasizes the importance of making Regulation A/A+ exemptions more widely available and less difficult to navigate.
  • The document suggests using single asset entities (LLC or similar) for titled RWAs to create a verifiable real-world entity to help with customer protection.
J.W. Verret, GMU Scalia Law School

Letter to the Crypto Task Force 		Regulatory Sandbox, RFI Responses, Safe Harbor, Security Status, Tokenization, Trading
  • The document proposes a Memorandum of Understanding (MOU) between the SEC and CFTC to facilitate developer choice among various exemptions and pathways, promoting financial privacy, immutability, and decentralization.
  • It suggests the issuance of nine exemptive releases or rule proposals within one year, targeting specific patterns of public blockchain development and disbursal, rather than classifying tokens themselves.
  • The document advocates for the use of regulatory agreements or "contracts" as a flexible sandbox mechanism, providing tailored compliance obligations and safe-harbor conditions for individual innovators.
Jason Berkun, George Washington University Law School

RE: A Workable “Efforts of Others” Framework for Digital Assets Sold Pursuant to Investment Contracts 		RFI Responses, Security Status, Tokenization, Trading
  • The SEC should use its interpretive authority to protect investors, facilitate capital formation, and maintain fair, orderly, and efficient markets in digital asset transactions.
  • A flexible three-step test is proposed to delineate the "efforts of others" prong of Howey, providing a framework for blockchain projects to decentralize management and avoid being considered sold pursuant to an investment contract.
  • The SEC must draw an arbitrary line to determine whether digital assets are sold pursuant to an investment contract based on control of a blockchain, control of a protocol, and ownership rights in an enterprise or object.
William C. Hughes, Consensys Software Inc.

Re: Amendments Regarding the Definition of “Exchange” (Release No. 34-97309, File No. S7-02-22), RIN 3235–AM45 		RFI Responses, Safe Harbor, Security Status, Trading
  • The amendments exceed the SEC's statutory authority by expanding the definition of "exchange" beyond what the statutory definition permits.
  • The amendments are arbitrary and capricious under the Administrative Procedure Act (APA) because they improperly expand the applicability of broker-dealer regulations rather than exchange regulations.
  • The required cost-benefit analysis is facially insufficient to withstand scrutiny, as the amendments fail to show that their benefits outweigh their costs.