Beyond Legal Labels: Brickken’s Elisenda Fabrega on the SEC’s Tokenization Taxonomy

INN: Is the SEC’s guidance a real step forward for tokenized securities, or simply existing law repackaged for blockchain?

EF: It is mostly existing law applied to new rails, and the SEC staff says that explicitly: the format and whether records are onchain or off-chain does not change the application of federal securities laws, and the statement creates no new obligations or exemptions. The step forward is practical: a clear taxonomy of tokenization models and an invitation to engage on registrations and requests for staff action, which reduces interpretive ambiguity for counsel and compliance teams.

INN: Does formally classifying tokenized securities under federal securities laws accelerate institutional adoption?

EF: It accelerates adoption only to the extent it reduces legal uncertainty. The statement anchors tokenized securities inside familiar categories and emphasizes that compliance pathways already exist, which helps internal risk committees approve pilots. But it does not solve the institutional bottleneck by itself; mainstream adoption still requires scalable market infrastructure and regulated operating models that fit broker-dealer, exchange, custody and settlement expectations.

INN: Who is this guidance really designed for? Crypto-native platforms, traditional financial institutions or regulators preparing for enforcement?

EF: All three, but the clearest primary audience is market participants preparing filings and requests for relief, across both crypto native and traditional firms. The staff frames it as assistance for compliance and for preparing registrations, proposals or requests for appropriate action. At the same time, it signals an enforcement baseline: do not assume tokenization changes the regulatory perimeter, especially for third-party sponsored models that introduce intermediary and bankruptcy risk.

INN: Does the SEC’s tokenization taxonomy provide meaningful structure, or does it leave key operational questions unresolved?

EF: It provides meaningful structure by separating issuer-sponsored tokenized securities from third-party sponsored tokenized securities, then splitting third-party models into custodial tokenized securities and synthetic tokenized securities. Key operational questions remain open because the statement is not a rule and assumes away major frictions like state law transfer validity, and it does not standardize how onchain settlement, custody controls or trading venues should be implemented in practice.

INN: What needs to happen next for tokenized securities to move from experimentation to mainstream financial markets?

EF: First, a credible clearing and settlement pathway at scale. The (Depository Trust Company) no-action relief for its tokenization services pilot is directionally important because it connects tokenized entitlements to core market plumbing.

Second, more formal regulatory outputs: targeted exemptive relief, standard form disclosures for tokenized representations and clear expectations for broker-dealer and exchange-compliant secondary trading of tokenized securities. Third, operational standards that institutions can audit: identity and permissioning controls, wallet and key management, corporate actions processing and insolvency treatment for intermediary-based models, so that tokenization becomes an efficiency upgrade rather than a new risk layer.