Tokenization Reality Check: Commissioner Peirce’s July 2025 Statement
For me and other experts who practice in this space, this was a bit of a "well duh" moment. But given the culminating momentum in the crypto space following the increasingly positive sentiment overall towards the digital assets industry, the Commission was right to make this clear. In a clear-eyed statement issued July 9, 2025, SEC Commissioner Hester M. Peirce addressed the increasing prevalence of tokenized securities, emphasizing that while the underlying technology may be novel, the applicable laws are not.
“Tokenized securities are still securities.”
Commissioner Peirce’s remarks underscore that market participants must adhere to existing securities law frameworks, regardless of whether the security is on-chain or off-chain. Key considerations include:
Issuer structure and disclosure: Whether tokenization is performed by the issuer or a third party materially affects risk exposure and compliance obligations.
Legal nature of the token: Depending on how tokenization is structured, the asset may be considered a receipt for a security, a separate security, or even a security-based swap.
Regulatory engagement: Peirce encourages market participants to proactively engage with SEC staff when novel structures warrant exemption requests or interpretive guidance.
The takeaway: while blockchain enables new efficiencies in capital markets, it does not nullify the federal securities laws. Counsel should ensure that tokenized offerings are thoroughly vetted under traditional legal standards.
* * *
Attorney Advertising—Anderson P.C. is a U.S. law firm and provides this information as a service to clients, prospective clients, and other friends for educational purposes only. It should not be construed or relied on as legal advice or to create a lawyer-client relationship.
Anderson P.C. is a boutique law firm dedicated to defending clients in government investigations and securities enforcement actions initiated by the SEC, FINRA, DOJ, and other regulatory bodies. We provide focused, strategic counsel and regulatory guidance across the full spectrum of federal laws and regulations affecting broker-dealers, investment advisers, banks, asset managers, private funds, public companies, senior executives, and digital assets. Our deep expertise allows us to navigate complex legal challenges and deliver results-driven solutions tailored to our clients' unique needs.
If you have any questions or need legal assistance related to government investigations, securities enforcement actions, or regulatory compliance, please don't hesitate to contact us. Our team at Anderson P.C. is here to provide the expert guidance and support you need to navigate these complex challenge
