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Tokenization

Equities start moving onchain

The regulator has said the securities laws apply regardless of where ownership is recorded. That answer is what let the infrastructure get built.

Marcus Oyelaran · Blockchain & Digital Assets Editor
September 6, 20262 min read
An exchange display board mounted on a wallMarcus Reubenstein via Unsplash
Clarity, not permission, was the thing the market had been waiting for.Marcus Reubenstein via Unsplash

Tokenised equities spent several years as a demonstration. What they lacked was not technology but an answer to a legal question, and the answer arrived in a form the market could work with.

Counsel summarising the guidance describe a confirmation that federal securities law applies to tokenised securities regardless of whether ownership is recorded on a chain or in a conventional register.

That is a less permissive statement than the enthusiasm around it suggested and a more useful one. It removes the possibility that recording a share differently changes what it is, which is precisely the ambiguity that kept regulated institutions away.

The infrastructure response followed quickly. The central utility that settles most American securities trades has run a production pilot tokenising index equities, exchange-traded funds and Treasuries with a working group of member firms.

That participant matters more than any exchange launch. Tokenisation attempted around the existing settlement system is a parallel market; tokenisation attempted by the settlement system is a change to the market that already exists.

The argument for doing it is narrower than the rhetoric. It is not that shares need a blockchain. It is that the record of who owns what is currently reconciled between many parties, and a shared record removes reconciliation rather than trading.

The unresolved question is who maintains the register. Transfer agents have made the point forcefully in submissions: a token issued by a third party that purports to represent a share is not the share unless the official record says so.

That is the real fight and it is administrative rather than technological. Ownership is a legal fact maintained by an authorised party, and the interesting question is whether that party's book becomes the chain or merely points at it.

Proposed modernisation of the transfer agent rules, which have not been substantially revised in decades, is where that question will be settled, and it will be settled in a rulemaking rather than a launch.

Until then the sensible reading is that the plumbing is being rebuilt with regulatory cover, and that the parts moving fastest are the parts nobody disputes: settlement and collateral rather than ownership itself.

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