OKX US CEO Roshan Robert has said tokenized stocks must preserve the rights of traditional shares as the SEC begins a five-year test of blockchain-based U.S. stock trading. Summary Robert said tokenization should change how shares trade and settle, while preserving their shareholder rights. The SEC requires qualifying stock tokens to carry rights matching the equivalent traditional shares. Issuers can object before an unaffiliated third party’s tokenized shares begin trading under the exemption. Robert said live trading could help the SEC assess pricing, liquidity and possible changes to market rules. Roshan Robert, CEO of OKX US, told crypto.news that holders of tokenized National Market System stocks should receive the same rights and privileges as investors who own traditional shares of the same class. In his view, changing the technology used to trade and settle a share should not change the investor’s claim on the company. The distinction matters under the Securities and Exchange Commission’s five-year trading exemption, issued on Sep. 17. Qualifying venues can use permissioned automated market makers and liquidity pools to trade tokenized versions of certain U.S. listed stocks, subject to limits and other conditions. The order expires on Sep. 17, 2031, unless the SEC changes it. Tokenized stocks must preserve ownership and voting rights Under the SEC order, a venue must verify that each tokenized stock provides the rights and privileges of an equivalent class of conventional stock. The agency identifies the investor’s interest in the company, dividends, voting rights, and a claim on remaining assets if the company is liquidated. A product that only tracks a share’s price through synthetic exposure does not qualify as tokenized NMS stock under the exemption. Robert said parity between the two forms of the same share is necessary to protect investors and avoid splitting traditional and tokenized markets into products with different rights. For a U.S. investor, the SEC’s condition makes the rights attached to the token central to whether it can trade through this particular route. The legal structure can differ across stock-linked tokens already on the market. A recent ownership review covered by the publication found that a token could give its holder a direct ownership interest, a claim through a custodian or a contractual claim without ordinary shareholder rights. The token’s movement on a blockchain does not, by itself, settle which of those interests its holder owns. Even where a third party creates the token, the SEC order requires a qualifying venue to check how shareholder rights reach the holder. Its conditions address access to voting materials and other issuer communications, along with the underlying economic rights. The exemption covers secondary trading; it does not permit a venue to conduct a company’s initial share offering under the order. Issuers get 30 days to object to third-party tokens When an unaffiliated third party tokenizes a company’s stock, the venue must give the issuer written notice before trading begins. The SEC requires a wait of at least 30 calendar days after the issuer receives it. If the company objects within that period, the venue cannot offer the tokenized stock under this exemption. The process applies specifically to shares tokenized by an unaffiliated party, rather than every tokenized share. Robert described written notice as a safeguard for secondary trading on public blockchains. He said issuer involvement can help keep tokenized shares aligned with the original stock’s shareholder rights, disclosures and corporate actions. A defined way for companies to respond would also give investors more confidence in the market, according to Robert. Issuer objections have already become a live issue outside the SEC’s new route. As earlier coverage of the AMC dispute detailed in September, AMC Entertainment challenged a Robinhood product linked to its shares. The SEC’s objection process concerns qualifying tokenized NMS stocks; its order excludes products that offer only synthetic exposure to a company’s share price. Liquidity pool prices pose a test for U.S. stock rules For Robert, equal ownership rights are only part of the work needed to operate tokenized stock markets at scale. He said venues must also maintain fair access, protection against front-running and manipulation, dependable market data, and records that allow trading activity to be reviewed. He called for market surveillance and leverage controls while the systems develop. Pricing presents a specific problem. An automated market maker can set a token’s price from the assets held in its liquidity pool rather than directly from bids and offers across conventional stock exchanges. The SEC said that design may make it difficult for a venue to meet Regulation NMS requirements intended to prevent trades at prices inferior to protected quotes elsewhere. The agency also identified a risk that the tokenized share’s price could diverge from the traditional share’s price. A September report on trading-hour gaps examined the problem when the main U.S. stock market is closed. RedStone COO Marcin Kaźmierczak said traders may have less ability to correct a gap between a pool’s token price and the underlying share when they cannot trade the share in its primary market. The SEC has limited the number of eligible stock symbols and the trading volume permitted under its exemption. Venues must use public, auditable smart contracts on public blockchains, even though access to their trading pools is permissioned. They must also stop trading a tokenized stock when the primary exchange halts its underlying share. The five-year exemption gives the SEC trading data Robert said some questions about tokenized markets can only be tested while venues operate under controlled conditions. He expects live activity to show the SEC how investors use the products, how liquidity develops and whether pool prices stay aligned with the shares traded on established exchanges. The order also grants conditional relief to certain firms supplying tokenized shares to the approved liquidity pools, while requiring operational records and disclosures. For venues, the exemption is temporary relief from the definition of an exchange under the Securities Exchange Act; it is not a permanent set of tokenized stock rules. Robert said evidence from the five-year period could help the SEC decide whether Regulation NMS needs changes and whether any part of the exemption should become permanent. The commission has requested public comments on the order, including how tokenized trading might affect pricing and liquidity in the underlying stock market.
