A submission posted to the US Securities and Exchange Commission’s Crypto Task Force page echoed concerns raised by Ripple that speculation alone should not automatically bring cryptocurrencies under federal securities laws, as lawmakers continue to debate the CLARITY Act.
The response, written by digital asset regulation attorney Teresa Goody Guillen and published Monday as public input on the SEC’s website, argued that holding a “passive economic interest” — such as purchasing a token in anticipation of price appreciation — should not, on its own, trigger securities regulation. Instead, Guillen said digital assets should be evaluated using a broader, sliding-scale set of factors.
“I agree with Ripple’s assertion that frameworks suggesting a ‘passive economic interest’ alone could trigger securities laws mistakenly conflate speculation with investment rights,” Guillen wrote, citing earlier academic research.
She stressed that her comments were not meant to establish a binding regulatory framework and do not reflect official SEC policy.
The letter responds to Ripple’s Jan. 9 submission, which outlined several concerns with the draft market-structure legislation. Ripple argued that lawmakers should avoid treating “decentralization” as a decisive legal standard and reiterated that passive economic interests should not be enough to subject digital assets to securities laws.
SEC proposes new crypto asset classification
Separately, Guillen released a discussion draft of the “Digital Markets Restructure Act of 2026,” which has not been endorsed by leadership at either the US Securities and Exchange Commission or the Commodity Futures Trading Commission. The proposal introduces a new category for certain cryptocurrencies that do not clearly fall within existing definitions of securities or commodities, classifying them as “Digital Value Instruments.”
Under the draft, a cryptocurrency would qualify as a Digital Value Instrument if it displays at least three of five traits: free transferability; conferring a passive economic interest to holders; granting only limited individual contractual rights; exhibiting systemic dependence on an issuing entity or protocol sponsor; or lacking mechanisms for holders to discipline or replace the systems that influence the asset’s value or operations.
The draft also proposes risk-based jurisdictional boundaries for the SEC and the CFTC, federal preemption where state laws are applied inconsistently, and safe-harbor provisions aimed at encouraging innovation.
The submissions were published ahead of a joint SEC–CFTC meeting scheduled for Thursday to discuss coordination on digital asset regulation. Originally planned for Tuesday, the “harmonization” session was postponed by two days and will include a fireside chat with SEC Chair Paul Atkins and CFTC Chair Mike Selig.
Separately, the US Senate Agriculture Committee postponed its markup of the crypto market structure bill after a severe winter storm disrupted operations across the country.
