TLDR
- Crypto groups argue Citadel’s analysis of securities laws is flawed.
- They claim decentralized finance offers better investor protection than traditional finance.
- Citadel pushes for tighter regulations on tokenized stocks in DeFi platforms.
- Crypto groups emphasize the need for innovation without strict SEC registration.
A coalition of crypto organizations, including the DeFi Education Fund, Andreessen Horowitz, and the Uniswap Foundation, has pushed back against Citadel Securities’ call for the Securities and Exchange Commission (SEC) to impose stricter regulations on decentralized finance (DeFi) platforms offering tokenized U.S. equities. The crypto groups argue that Citadel’s position is based on a flawed understanding of securities laws and could lead to unnecessary overreach in DeFi markets.
Crypto Groups Dispute Citadel’s Analysis of Securities Laws
Citadel had earlier urged the SEC to avoid granting DeFi platforms “broad exemptive relief” when it comes to trading tokenized stocks, arguing that these platforms could be classified as exchanges or broker-dealers under securities laws. In response, the crypto groups criticized this analysis, claiming that it wrongly extends SEC registration requirements to any entity with even the slightest involvement in a DeFi transaction.
“Citadel’s letter rests on a flawed analysis of the securities laws that attempts to extend SEC registration requirements to essentially any entity with even the most tangential connection to a DeFi transaction,” the crypto groups stated in their rebuttal. They further noted that such an approach would be impractical for decentralized platforms, which do not operate in the same way as traditional financial entities.
DeFi as an Alternative to Traditional Financial Systems
While both Citadel and the crypto groups share the goal of investor protection and market integrity, they disagree on how these objectives can be achieved. The crypto groups believe that these goals can be realized through carefully designed onchain markets that do not rely solely on traditional intermediaries regulated by the SEC.
The letter from the crypto organizations pointed out that decentralized finance technology is designed to address market risks and enhance resilience in ways that traditional financial systems cannot. DeFi protocols use autonomous software, which they argue cannot be classified as intermediaries since they do not exercise independent judgment. This technology-based innovation offers a unique solution to market problems, they emphasized.
“DeFi technology is a new innovation that was designed to address market risks and resiliency in a different way than traditional financial systems do,” the groups wrote. “DeFi protects investors in ways that traditional finance cannot.”
Concerns Over the Regulatory Impact on DeFi Innovation
The rebuttal also took aim at the practical challenges of regulating decentralized platforms under traditional securities laws. The crypto groups argue that such regulation would capture a wide range of onchain activities that are not typically considered to be exchange services, potentially stifling innovation.
Citadel’s concerns focused on the potential for tokenized shares on DeFi platforms to create two separate regulatory regimes for the same security, which could undermine market transparency and investor protection. Specifically, Citadel highlighted concerns about the absence of traditional safeguards such as venue transparency, market surveillance, and volatility controls. These safeguards, according to Citadel, would be absent in the current decentralized model.
Industry Pushback and Industry Leaders React
Citadel’s letter sparked significant pushback from key figures in the crypto industry. Blockchain Association CEO Summer Mersinger described Citadel’s stance as “overbroad and unworkable,” emphasizing that strict SEC regulation would likely hinder DeFi innovation.
The debate comes amid the SEC’s ongoing efforts to understand and regulate tokenized stocks. SEC Chair Gary Gensler has previously acknowledged that tokenization could become a significant part of the financial system in the coming years. However, the crypto community has been cautious, with some fearing that overly strict regulations could stifle the growth of DeFi platforms and the broader crypto ecosystem.
The Future of Tokenized Stocks and DeFi Regulation
The SEC has been actively seeking feedback on how best to approach the regulation of tokenized stocks, with industry groups on both sides of the debate urging caution. The growth of tokenization this year has sparked increased interest in how digital assets will be integrated into existing financial markets, with many seeing DeFi as a key area of innovation.
While both sides aim to ensure investor protection, the debate over regulation continues to evolve as both the SEC and the crypto industry assess how best to handle the rapid rise of decentralized finance.





