The Depository Trust & Clearing Corporation (DTCC) has received a "no-action letter" from the U.S. Securities and Exchange Commission (SEC), allowing it to tokenize its securities infrastructure. This move marks a significant upgrade to the U.S. capital markets' infrastructure, which handles $99 trillion in securities. However, the tokenization applies to security entitlements, not the shares themselves, highlighting a gap between market expectations and reality. Under the current system, investors hold "security entitlements"—legally protected claims against stocks—rather than direct ownership of shares. DTCC's tokenization of these entitlements aims to enhance system performance without altering the existing multi-layered intermediary structure. This approach allows for modernization, such as 24/7 fund transfers and reduced reconciliation burdens, while maintaining the efficiency of centralized systems like multilateral netting settlement. In contrast, a direct holding model, which tokenizes the stocks themselves, offers potential for self-custody and direct investor-issuer relationships. While this model could enable innovative financial structures, it also presents challenges such as fragmented liquidity and operational risks shifting to holders. Both models serve different needs, with the DTCC model focusing on scalability and regulatory continuity, and the direct ownership model offering new functionalities for investors seeking autonomy.
DTCC Begins Tokenizing Security Entitlements, Not Shares
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