United States

Commissioner Mark T. Uyeda SEC-CFTC Roundtable on Regulatory Harmonization Efforts Sept. 29, 2025: Good afternoon. Thank you to our panelists for sharing your ideas with us. Thanks also to the staff who have helped organize today’s event. Innovations such as blockchain, AI, and DeFi promise to disrupt our markets in ways that are exciting to discuss. Equally important, though perhaps less exciting, is discussing how regulatory agencies should align their oversight when new ideas cut across jurisdictional lines. A. Innovation Challenges Regulatory Boundaries Innovation rarely respects jurisdictional lines and often does not fit neatly into the statutory distinctions between “securities” and “commodities” written decades ago. Yet the regulatory system in which we operate is reliant on clear borders for regulatory efficiency: securities on one side, and futures and commodities on the other. When innovation crosses this line, one might call it “regulatory disruption.” Regulatory disruption can result in overlapping oversight, which can have its own negative consequences. B. A Cautionary Tale in Regulatory Duplication: CFTC Rule 4.5 Let me illustrate with an example. CFTC Rule 4.5 under the Commodity Exchange Act had long provided an exclusion for registered investment companies—meaning mutual funds and ETFs—that happened to use a limited amount of commodity interests. These funds were already subject to comprehensive regulation under the Investment Company Act of 1940. The CFTC had reasonably recognized that there was no need to layer its own commodity pool operator requirements on top of the SEC’s rules.[1] But in 2012, the CFTC moved to essentially eliminate that exclusion. Under the amended Rule 4.5, an SEC-registered investment company using such derivatives beyond a very low threshold—whether for hedging or investment—was required to register with the CFTC as a commodity pool operator. This change was claimed to be necessary to bring …

Commissioner Hester M. Peirce Sept. 29, 2025: Today’s no-action letter from the Division of Corporation Finance concerning DoubleZero’s token distributions designed to facilitate the programmatic functioning of a decentralized physical infrastructure network (i.e., DePIN) offers an opportunity to reflect on how we, as regulators, can foster innovation without expanding our reach beyond what Congress has mandated. Congress created the Securities and Exchange Commission to oversee the securities markets, not to regulate all economic activity. DePIN represents a novel way of organizing human behavior and capital resources. Rather than relying on centralized corporate structures to coordinate activity, DePIN projects enlist participants to provide real-world capabilities, such as storage, telecommunications bandwidth, mapping, or energy, through open and distributed peer-to-peer networks. To encourage participation, many of these projects distribute tokens tied to activity. The person who runs a node, provides storage, or shares bandwidth earns a reward. These tokens are neither shares of stock in a company, nor promises of profits from the managerial efforts of others. They are functional incentives designed to encourage infrastructure buildout. DePIN projects are distinguishable from more traditional fundraising transactions where the now ubiquitous Howey Test may capture uncommon instruments that have the essential attributes of a security. These projects allocate tokens as compensation for work performed or services rendered, rather than as investments with an expectation of profit from the entrepreneurial or managerial efforts of others. Additionally, DePIN projects are not selling or distributing tokens to finance additional development from investors attracted solely by the prospect of investment returns. Rather, DePIN networks programmatically distribute such tokens to users who participate in the network in accordance with network rules. Accordingly, the …

Commissioner Mark T. Uyeda Sept. 29, 2025: Today, the Commission takes a long-overdue step toward modernizing our regulatory framework for investment companies that reflects the evolution of collective investment vehicles from being primarily daily-redeemable funds to exchange-traded funds (ETFs). The publication of this notice represents a substantive step forward, not just a procedural formality. It is a signal that the Commission is willing to reexamine outdated constraints, embrace innovation, and consider relief that could benefit investors, fund sponsors, and markets alike. It is similar to the innovative spirit that led to the creation of the first ETF over three decades ago. For too long, the artificial divide between mutual fund and ETF share classes has limited investor choice, operational efficiency, and resulted in suboptimal tax treatment. The proposed structure would allow a single fund to offer both exchange-traded and traditional mutual fund shares—providing investors with flexibility while preserving the core protections of the Investment Company Act. Moreover, it facilitates competition, in that similar relief has been long held by a single asset manager. This is principled modernization. The application includes a number of safeguards: board oversight, advisor reporting, conflict monitoring, and investor disclosure. These are not mere administrative formalities—they are essential guardrails and uphold fiduciary duty. Let us be clear: this notice reflects the Commission’s preliminary determination to grant exemptive relief, subject to public comment and the opportunity for a hearing. It is not the final word—but it is a meaningful step. The notice reflects the Commission’s return to substantive policymaking grounded in transparency, engagement, and respect for the law. It invites public comment on a thoughtfully constructed application that seeks to align regulatory flexibility with investor protection. If the Commission is to …

Commissioner Caroline A. Crenshaw SEC-CFTC Roundtable on Regulatory Harmonization Efforts Sept. 29, 2025: Good afternoon and welcome to another roundtable—this one on regulatory harmonization efforts between the Commission and the CFTC. Harmonization sounds like a laudable objective. This is perhaps unsurprising since harmony is, by definition, pleasing to the human ear.[1] To the extent that the regulatory regimes of our two agencies could be better harmonized to eliminate unnecessary dissonance while still adhering to our agencies’ missions and our governing statutes, great! But harmonization should never be an end in itself. You have all likely heard the oft-repeated three-part mission of the Commission: to protect investors; maintain fair, orderly, and efficient markets; and facilitate capital formation. At the same time, the CFTC has its own mission statement: “to promote the integrity, resilience, and vibrancy of the U.S. derivatives markets through sound regulation.”[2] When investigating paths forward regarding regulatory harmonization, these respective missions should be our north stars. Without that guidance, efforts to harmonize can all too easily lead us astray. For instance, to illustrate an admittedly extreme example, one way for our agencies to harmonize our approaches would be to eliminate all regulation in our respective markets. That would, obviously, be absurd. But I fear that less obvious absurdities might creep into our regulatory regimes if harmonization becomes the goal in and of itself. Harmonization should never supplant our agencies’ respective missions and the mandates in our respective governing statutes. And it should not be used as a means to elide meaningful differences in the markets that our agencies regulate. With that in mind, I urge you to keep our statutory missions—in particular investor protection—in mind as you consider opportunities for regulatory harmonization between our agencies. Anything less …

Paul S. Atkins, Chairman Remarks at the SEC-CFTC Joint Roundtable on Regulatory Harmonization Efforts Sept. 29, 2025: Good afternoon and thank you for joining us. Before I begin, I must remind you that the views that I express here are my own and do not necessarily represent those of the Securities and Exchange Commission or my fellow commissioners. I should also like to thank Acting Chairman Pham, as well as SEC and CFTC staff for organizing this joint roundtable with little advance notice, and of course, our stellar group of panelists for lending their time and expertise to today’s program. Today, I believe, marks a turning point in the history of American financial markets. For too long, the SEC and CFTC have operated in parallel lanes, too often in conflict with one another, leaving the American public to bear the costs of duplication, delay, and uncertainty. That era is behind us. We are charting a new course, one that will solidify America’s position as the world’s financial leader. Today, I look forward to hearing from industry leaders on how the two agencies can better coordinate on behalf of the American public. Let me be clear: our focus is on harmonization, not on a merger of the SEC and CFTC, which would be up to Congress and the President. Fanciful talk of reorganizing the government risks distracting us from the monumental opportunity we have in front of us. What matters is building a framework where our agencies coordinate seamlessly, reduce duplicative regulation, and give markets the clarity they deserve. The path forward right now is collaboration, not consolidation. I look forward to working with Congress and my counterparts across the Administration to ensure the SEC and CFTC operate in concert, side by side, hand in glove, so that American innovation and investment can thrive. Fields Littered with the Bodies of Would-Be Products Unfortunately, decades of regulatory fragmentation have left innovation stranded. Entrepreneurs …

Commissioner Mark T. Uyeda Sept. 26, 2025 Securitization Matters: In the aftermath of the 2008 financial crisis, many critics placed significant blame on securitized offerings — and residential mortgage-backed securities (RMBS) in particular. RMBS offerings were accused of being opaque, with little information about the underlying assets. Moreover, credit rating agencies were blamed for being complicit in concealing poorly performing collateralized assets behind investment grade ratings. In response, the Commission adopted amendments in 2014 to Regulation AB, which was originally adopted in 2004 to provide a comprehensive asset-backed securities (ABS) framework under the federal securities laws.[1] The 2014 amendments mandated asset-level data for registered RMBS and also amended the disclosure requirements for certain other asset classes.[2] Since the adoption of the 2014 amendments to Regulation AB, there has not been a single registered RMBS offering.[3] Rather, RMBS securitizations have been concentrated in offerings from Fannie Mae and Freddie Mac, which are exempt from the Commission’s registration and reporting requirements under the Securities Act and the Securities Exchange Act.[4] All private-label RMBS offerings have been unregistered, with nearly all occurring in the Rule 144A market — despite investment criteria restrictions that limit the amount of Rule 144A ABS that many institutional investors can hold. In 2024, there were over $145 billion in privately offered RMBS offerings.[5] In contrast, there has been an active registered market for ABS backed by other consumer lending arrangements, such as credit cards and automobile-related securitizations. In 2024, nearly 60% of all automobile-related securitizations — totaling approximately $88.6 billion — were registered with the Commission.[6] Similarly, 63.7% of all credit card securitizations, representing $13 billion, were publicly registered.[7] The fact that zero publicly registered …