2時間前
SEC Weighs Scrapping Key NMS Trade-Through Rules, Potentially Easing Path for Tokenized U.S. Stocks in DeFi
The U.S. Securities and Exchange Commission has moved to unwind two long-standing pillars of U.S. equity market structure—changes that could make it easier for tokenized U.S. stocks to trade via decentralized finance, though the proposal does not amount to an approval.
On June 11, the SEC proposed rescinding Rules 611 and 610(e) of Regulation NMS, in place since 2005, along with related definitions in Rule 600 and other conforming edits. Rule 611 prohibits "trade-throughs," preventing a venue from executing at an inferior price when a better protected quote is available elsewhere. Rule 610(e) restricts trading centers from displaying quotes that lock or cross the national best bid and offer.
The proposal will be open for public comment for 60 days after publication in the Federal Register.
Market participants say the potential rollback matters for tokenized equities because Reg NMS was built around centralized matching engines and order routing. DeFi liquidity, dominated by automated market makers (AMMs) that price trades via bonding curves and pooled liquidity, does not map neatly onto a protected-quote regime.
Galaxy Digital's Alex Thorn has argued the mismatch helps explain why tokenized U.S. equities have struggled to gain traction in DeFi. In his view, AMMs cannot comply with Rule 611 "by construction" because they execute at the pool price with slippage at block-time intervals, without the ability to continuously monitor protected quotes across venues or route orders like traditional brokers. He added that Rule 610(e) can pose similar issues, as AMM prices move with order flow and may lock or cross displayed quotes.
If the SEC removes these guardrails, attention could shift toward broker-level best-execution obligations, such as FINRA Rule 5310, which requires brokers to seek the most favorable terms reasonably available for customer orders. Observers say that framework may be more compatible with tokenized markets than a trade-by-trade protected-quote approach.
Even so, major hurdles would remain for tokenized stocks, including exchange registration or alternative trading system (ATS) compliance, clearing and settlement logistics, and ensuring tokenized shares carry the full set of investor rights, including dividends and voting.
Separately, the SEC has been exploring an innovation exemption that could explicitly allow tokenized public stocks to trade on blockchain platforms, potentially conditioned on tokens providing the same shareholder rights as ordinary shares. Commissioner Hester Peirce has indicated any such relief would likely be narrow, aimed at tokenized versions of existing public equities rather than synthetic instruments that do not confer shareholder rights.
The SEC's proposal initiates a rulemaking process rather than authorizing tokenized-stock trading. While it could remove a meaningful market-structure barrier for DeFi-based trading of U.S. equities, the ultimate impact will depend on public feedback, subsequent SEC action, and whether tokenized shares can clear substantial legal and operational requirements.