SEC and Nasdaq to discuss blockchain stock trading framework
Next week, the U.S. Securities and Exchange Commission (SEC), together with Nasdaq, BlackRock, Coinbase, Citadel Securities, Robinhood, and Galaxy Digital, will for the first time discuss launching stock trading on a blockchain. Although no concrete decisions are expected, participants will examine the architecture of the process.
A two-hour panel titled “Tokenizing Stocks: How Issuance, Trading and Settlement Will Work Under the Existing Regulatory Framework” was initiated by the SEC’s Investor Advisory Committee.
The meeting raises a topic the agency has long avoided: “What does the issuance of publicly traded stock on a blockchain actually look like?”
Nasdaq recently filed a formal proposal to trade tokenized versions of listed equities alongside traditional shares in a single order book, arguing that blockchain settlement does not require exceptions from the national market system.
SEC Commissioner Hester Peirce previously made clear that tokenization “does not possess magical powers to transform the nature of the underlying asset”; tokenized securities remain securities and fall fully under federal regulation.
Nasdaq’s proposal would allow listed equities to trade in both traditional digital form and as tokens, with both versions using the same CUSIP, execution priority, and economic rights.
The rules proposed by Nasdaq do not contain exemptions from the existing regulatory regime and do not permit trading “wrapper tokens” of well-known companies whose issuance tracks stock prices without requiring registration.
As a negative example, Nasdaq cites European venues where tokenized Apple and Amazon shares traded at prices significantly different from their underlying stocks. When the tokens collapsed, buyers discovered they owned synthetic derivatives, not actual shares. The exchange argues that distributing such unregistered products undermines investor protection and creates a shadow equity market invisible to regulators.
Is synthetic AAPL illegal?
In a comment submitted by the Securities Industry and Financial Markets Association (SIFMA), the group emphasized that investors must retain the same legal and beneficial ownership rights in tokenized form; otherwise, the product becomes something entirely different.
The agenda for the December 4 meeting covers a broad range of regulatory issues, including taxation, 24/7 trading, and more. According to CryptoSlate, the meeting will act as a form of stress test to determine whether Coinbase, Citadel Securities, and Nasdaq can agree on what compliant tokenization should look like when they must harmonize custody models, interoperability standards, and short-selling mechanisms in one room.
If successful, the SEC will obtain a reference architecture for evaluating proposals like Nasdaq’s. If not, the agency will identify technical or incentive misalignments before approving anything.
What the Commission will not do is approve Nasdaq’s proposal, rewrite the definition of a security, or allow offshore stock tokens that do not require issuer consent.
As we wrote, SEC approves generic listing standards for spot commodity and crypto ETPs
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