SEC發牌「鏈上美股」：上市公司再無否決權

Original Author: TechFlow

According to a Bloomberg Law report on Monday, the U.S. SEC could release its "Innovation Exemption" framework for tokenized stocks as early as this week.

The real bombshell is hidden in one of its tentative opinions: allowing the trading of tokens that have not received consent from the listed companies themselves.

In other words: Tesla, Apple, Nvidia — as long as they are still listed on U.S. stock exchanges, they could potentially have someone issue and trade "tokenized TSLA" on a blockchain without their knowledge or consent. Their legal departments can, of course, issue disclaimers, but after that? Trading will likely proceed as usual.

Rewind 11 Months

To understand the significance of this news, we need to go back to the drama of July 2025.

Robinhood announced "Stock Tokens" for EU users at the Cannes Lions Festival, allowing over 200 U.S. companies to trade 24/7 on-chain. Vlad Tenev spoke ambitiously on stage until he dropped the real bombshell: a giveaway of tokens for two unlisted companies — OpenAI and SpaceX — worth a combined $1.5 million.

The next day, OpenAI slammed Robinhood on X: "These 'OpenAI tokens' are not equity in OpenAI. We had no collaboration, no participation, no endorsement. Any transfer of OpenAI equity requires our approval — and we have not approved any. Please be cautious."

Robinhood's explanation was equally awkward: these tokens were pegged to an SPV holding OpenAI shares, essentially "derivatives." The Bank of Lithuania, Robinhood's primary regulator in the EU, subsequently sent a letter demanding an explanation of the structure's legality.

The core question of that storm was this: Can a third party create derivatives from a company's equity when the company itself explicitly opposes it?

In the court of public opinion last July, most people thought Robinhood was being greedy. Now, 11 months later, the SEC's answer could be: Yes, and we'll even license it.

The SEC's Logic Chain: A Premeditated Move

Since Paul Atkins took over as SEC Chair, every action he's taken over the past year has pointed to this moment.

On April 21st, Atkins essentially laid it out during a speech at the Economic Club of Washington, D.C.: the SEC is about to launch an "Innovation Exemption," a 12 to 36-month regulatory sandbox allowing tokenized securities to trade on-chain without full registration, subject to trading volume caps, whitelists, and periodic reporting.

A more crucial clue was the legal memo submitted to the SEC's crypto task force on January 22nd, which clearly outlined three models for tokenized U.S. stocks:

• Direct Issuance Model: The issuer records equity directly on-chain, requiring the issuer's consent.
• Custodial Receipt Model: A third-party custodian freezes existing shares and issues corresponding digital receipts on-chain. This doesn't require the issuer's consent because the underlying securities remain in their original form.
• Synthetic Model: Derivative contracts track the stock price. This doesn't require the issuer's consent, as the tokens and underlying securities are independent.

The SEC's current inclination essentially recognizes the legality of the latter two models. The "good student" approach of companies like Galaxy and Superstate, which work in collaboration with issuers, will now compete on the same track as the "shoot first, ask questions later" methods of Robinhood.

Regulatory arbitrageurs will love this outcome. CFOs of listed companies, however, might need to hold an emergency meeting.

Who's Happy, Who's Not?

Those who will smile:

• On-chain brokerages and DEXs. Robinhood no longer needs to justify itself for the OpenAI PR crisis last year; the practices it was criticized for will soon be compliant.
• DeFi infrastructure. If tokenized U.S. stocks can truly run on AMMs, it means moving a portion of Nasdaq's liquidity right next to Uniswap and Curve.
• Protocols that have early exposure to the RWA track. Projects like Ondo, Backed, and Securitize have been waiting for this regulatory green light.
• Global retail investors. The U.S. market opens from a daily 6.5 hours to a 24/7 operation.

Those who will frown:

• Listed companies – this is the most nuanced group. Tokenization creates a "shadow market" beyond a company's control. If price discrepancies arise between the on-chain token and the official stock, or if on-chain trading triggers complex governance or shareholder activism issues, these problems will ultimately land on the desks of IR and legal departments. And they have no veto power over it.
• Traditional brokerages and clearing houses. The implicit logic of tokenization is that "DTCC can be bypassed."
• Conservatives within the SEC. Hester Peirce famously said last July: "Tokenized securities are still securities." She supports tokenization but opposes using it to bypass substantive investor protection. This "no issuer consent required" stance will be a flashpoint for internal SEC debate.

Some Questions Worth Asking

The biggest appeal of tokenized stocks has always been "what you can do with them once they're on-chain": use them as collateral, combine them, seamlessly integrate them with other assets in a stablecoin pool, and re-package them endlessly in DeFi.

But if the SEC's exemption framework strictly limits trading to whitelists, imposes volume caps, and requires KYC, then the DeFi composability is severely compromised. An "on-chain US stock" dancing in chains is a completely different beast from a "truly DeFi-native US stock" that is 24/7, globally accessible, and composable.

Before the official document is released, these details will determine the final outcome:

• Is the whitelist limited to U.S. accredited investors, or is it open to retail?
• Is there cross-border regulatory coordination? Might there be conflicts between tokenized stocks under the EU's MiCA framework and those under the U.S. Innovation Exemption?
• If a listed company sues, does the SEC's exemption provide legal protection for third-party issuers?
• After the 12-36 month sandbox period ends, will it be made permanent, or will it be shut down?

In the past, the core power to define where, when, and how a company's stock could be traded rested with the issuer and the exchange. This move by the SEC essentially takes that power – the ability to decide "who has the right to determine how a stock is traded" – partially away from the issuers.

Last year, Robinhood was ridiculed in Europe for running ahead of the rules. Now, the SEC is changing the rules.

This is the most significant financial infrastructure change to watch in 2026. The launch of a new public chain or a DeFi protocol breaking TVL records pales in comparison: The world's largest asset class has officially begun its migration on-chain, and U.S. stocks themselves are the protagonists of this migration; the key to this migration is no longer entirely in the hands of those being migrated.

As for whether tokenized stocks are even a good business – frankly, the narrative has been around for five years, and genuine liquidity remains very sparse. But now that the SEC is removing the final legal barrier, it's worth taking another look.

After all, the trading paradigm that Nasdaq took 50 years to build might be rewritten on-chain in the next three years.

Worth watching the show.