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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.
OTCM’s ST22 Security Token model fully satisfies SEC Category 1 requirements, including direct issuer board authorization, SEC-registered transfer agent custody, CUSIP assignment, and 1:1 preferred share backing.
The submission advocates targeted regulatory relief and safe harbor provisions for issuer-authorized tokenization models serving abandoned OTC markets, emphasizing qualified custody and verifiable 1:1 backing.
OTCM integrates protective conversion triggers and programmable compliance controls (e.g., circuit breakers, wallet concentration limits) to mitigate counterparty and bankruptcy risks identified by the SEC.
The proposed Digital Markets Restructure Act of 2026 establishes a uniform federal framework for the issuance, trading, custody, and supervision of digital assets, preempting inconsistent state laws and eliminating duplicative registration requirements for entities operating under joint SEC and CFTC oversight.
Regulatory jurisdiction over digital assets is determined by a risk-based classification model: enterprise risk falls under SEC, exposure risk under CFTC, and market risk is subject to joint oversight, with hybrid instruments supervised collaboratively and lead supervisor designation rotating as risk profiles change.
The Act introduces proportionate, technologically adaptive regulation, recognizing that digital assets may modularize economic rights and risks, and mandates that regulatory requirements scale according to residual risk rather than asset form or label, with safe harbor provisions for innovation and privacy-preserving compliance mechanisms.
The SEC’s exemptive authority under Section 36 of the Exchange Act allows exemptions only if “necessary or appropriate in the public interest” and consistent with investor protection, requiring consideration of efficiency, competition, and capital formation.
Exempting DeFi trading venues and order-entry firms from registration could disapply core investor protections (e.g., best execution, trade reporting, financial responsibility), creating a parallel regulatory regime for the same securities.
Granting exemptions based solely on technological differences risks regulatory arbitrage, undermining market integrity and potentially impairing liquidity, transparency, and resiliency across U.S. equity markets.
Congress is considering market structure legislation for digital assets that must include clear registration requirements, transparency standards, and anti-fraud/anti-manipulation rules to protect investors.
Louisiana legislation such as HB 488 affirms residents’ right to self-custody of digital assets, providing regulatory clarity and preventing exploitation through loopholes.
Exemptions in some federal proposals could allow developers to bypass core investor protections, increasing risks of fraud and financial crimes for consumers.
The SEC should clarify that proprietary trading for one’s own account in tokenized equity markets—without customer solicitation, custody, or agency execution—does not trigger dealer registration under Exchange Act §3(a)(5).
Innovation exemptions must ensure tokenized equity markets can function effectively by allowing liquidity providers to engage in on-chain trading, price discovery, and arbitrage without registration obligations designed for customer-facing intermediaries.
Existing broker-dealer regulations (e.g., Reg NMS, Reg SHO, custody, clearing) require tailored adaptation for smart contract-based settlement; exemptions should provide time for these frameworks to evolve while enabling immediate liquidity provision.
Securities Industry and Financial Markets Association (SIFMA)
Wallet providers performing broker-dealer functions for tokenized securities must register under the Exchange Act; exemptions or no-action relief are inappropriate as they undermine investor protection and market integrity.
Clear regulatory distinctions are required between true non-custodial wallet services and models involving custody or safekeeping, as the latter may trigger broker-dealer or other regulatory obligations.
Regulatory clarity should be achieved through durable, notice-and-comment rulemaking that defines when wallet providers are or are not brokers, rather than through ad hoc exemptions or safe harbors.
Charles W. Mooney, Jr., New Hampshire Commission on Uniform State Laws
Custody, Public Offerings, Safe Harbor, Security Status, Tokenization, Trading
The SEC should mandate DTCC cooperation to enable near real-time movement of registered ownership between direct and intermediated holding, creating a level playing field for tokenized securities.
Infrastructure reform is necessary to remove regulatory and market barriers to direct holding and self-custody, ensuring benefits equivalent to intermediated accounts for direct holders.
The SEC should request proposals for a reformed infrastructure and clarify broker-dealer authority to execute transfers of directly held securities for trading in traditional markets.
Stuart Alderoty, Sameer Dhond, and Deborah McCrimmon, Ripple
Public Offerings, Security Status, Tokenization, Trading
SEC authority should hinge on enforceable promises and legal claims, not mere expectations of profit or passive economic interest. Without privity or contractual rights, speculation does not create securities status.
Securities regulation should apply to primary distributions where privity exists (e.g., ICOs), not to perpetual secondary-market trades. Treating every issuer sale as a capital raise creates legal fictions and operational paralysis.
Regulatory focus should target cases where an issuer or affiliated group retains unilateral control over network rules or token functionality, as this may constitute an ongoing obligation. Control must be objectively defined; mere influence or inventory holdings do not qualify.
SEC duties under the Exchange Act should encompass real-time transaction simulation and validation to prevent fraud before execution, given the immutability of onchain transactions.
Controls consistent with SCI objectives in digital-asset markets include pre-execution exploit detection and continuous monitoring to preserve system integrity and resiliency.
Technology-neutral application should recognize pre-signature safeguards (e.g., malicious destination detection and real-time alerts) as reasonable measures to protect customer assets where reversals are impossible.
The SEC should apply existing statutory definitions of “exchange,” “broker,” and “dealer” to DeFi participants and assess compliance under the Securities Exchange Act of 1934.
The SEC lacks authority and policy basis to grant broad exemptive relief from these definitions, as doing so would undermine investor protections and market resiliency measures.
Instead of disapplying the regulatory framework, the SEC should conduct rule-by-rule analysis and address impediments through notice-and-comment rulemaking to preserve investor protections.
