On May 12, 2025, SEC Chair Paul S. Atkins and Commissioner Mark T. Uyeda gave speeches at the crypto task force roundtable on tokenization.
Chair Atkins Speech
Techology is advancing such that securities are increasingly being moved from traditional databases (ledgers with the transfer agent, etc..) to blockchain based ledger systems. Atkins likens this change to the historical music industry which morphed from analog vinyl records to cassettes to digital software. The change in the music industry allowed streaming and an entirely new system of developing and listening to music.
Atkins notes that just as digitization revolutionized the music industry, the digitization (i.e. tokenization) of securities has the potential to “remodel aspects of the securities market by enabling entirely new methods of issuing, trading, owning, and using securities.” For example, the new technology will make the issuance of dividends (especially recurring dividends) automatic, allow for the trading of previously illiquid assets, and allow for the creation of new kinds of market activities that may not even be contemplated today.
In order to support the changes that are necessarily coming, the SEC must look at its rules and regulations, many of which may be incompatible with or simply unnecessary in the new era. Atkins has a goal of developing a rational regulatory framework for crypto assets and markets that “establishes clear rules of the road for the issuance, custody, and trading of crypto assets while continuing to discourage bad actors from violating the law.” Atkins promises that the SEC will actually establish rules and will no longer regulate through enforcement (which has been a source of constant frustration for practitioners).
The three main areas of new regulation will focus on issuance, custody and trading.
Issuance
The SEC will establish clear and sensible guidelines for distributions of crypto assets that are securities. As of now, there have only been four registered offerings (including Regulation A) of securities. Atkins notes (and I agree) that issuers have avoided the registration process due to uncertainty as to the proper disclosures and the mountain of SEC comments that ensued. Registration forms (S-1, etc..) need to be updated to account for the registration of crypto assets, including those representing digitized securities, and those representing investment contracts (i.e. the bundling of an asset to create a security). In a step in the right direction, the SEC Division of Corporation Finance recently issued a statement providing some guidance on disclosures in the registration process – see HERE .
Custody
The SEC recently removed a significant impediment for companies seeking to provide crypto asset custodial services by rescinding Staff Accounting Bulletin No. 121 and withdrew a prior statement on broker dealer custody issues (see HERE). However, more is needed including providing clarity on custodianship of crypto assets (and exemptions) for Investment Companies and Investment Advisors and likewise for broker-dealers.
Trading
The SEC needs rules and a system that allows for the trading of crypto securities including through alternative systems such as apps and ATSs. I believe OTC Markets would be a great option!
Commissioner Uyeda’s Speech
Like Chair Atkins, Commissioner Uyeda supports new rules and regulations specifically addressing crypto securities and the crypto markets. The developments related to the tokenization of real-world assets using blockchain technology implicate major financial market functions and processes like issuance, trading, transfer, settlement, and record of ownership. A regulatory regime that supports these new technologies should reduce transaction and compliance costs for all market participants.
The Author
Laura Anthony, Esq.
Founding Partner
Anthony, Linder & Cacomanolis
A Corporate and Securities Law Firm
Securities attorney Laura Anthony and her experienced legal team provide ongoing corporate counsel to small and mid-size private companies, public companies as well as private companies going public on the Nasdaq, NYSE American or over-the-counter market, such as the OTCQB and OTCQX. For more than two decades Anthony, Linder & Cacomanolis, PLLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker-dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions, securities token offerings and initial coin offerings, Regulation A/A+ offerings, as well as registration statements on Forms S-1, S-3, S-8 and merger registrations on Form S-4; compliance with the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers; applications to and compliance with the corporate governance requirements of securities exchanges including Nasdaq and NYSE American; general corporate; and general contract and business transactions. Ms. Anthony and her firm represent both target and acquiring companies in merger and acquisition transactions, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The ALC legal team assists Pubcos in complying with the requirements of federal and state securities laws and SROs such as FINRA for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the small-cap and middle market’s top source for industry news, and the producer and host of LawCast.com, Corporate Finance in Focus. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.
Ms. Anthony is a member of various professional organizations including the Crowdfunding Professional Association (CfPA), Palm Beach County Bar Association, the Florida Bar Association, the American Bar Association and the ABA committees on Federal Securities Regulations and Private Equity and Venture Capital. She is a supporter of several community charities including the American Red Cross for Palm Beach and Martin Counties, Susan Komen Foundation, Opportunity, Inc., New Hope Charities, the Society of the Four Arts, the Norton Museum of Art, Palm Beach County Zoo Society, the Kravis Center for the Performing Arts and several others.
Ms. Anthony is an honors graduate from Florida State University College of Law and has been practicing law since 1993.
Contact Anthony, Linder & Cacomanolis, PLLC. Inquiries of a technical nature are always encouraged.
Follow Anthony, Linder & Cacomanolis, PLLC on Facebook, LinkedIn, YouTube, Pinterest and Twitter.
Anthony, Linder & Cacomanolis, PLLC makes this general information available for educational purposes only. The information is general in nature and does not constitute legal advice. Furthermore, the use of this information, and the sending or receipt of this information, does not create or constitute an attorney-client relationship between us. Therefore, your communication with us via this information in any form will not be considered as privileged or confidential.
© Anthony, Linder & Cacomanolis, PLLC
