Synthetic vs. Direct Tokenized Stocks: Who Wins After The SEC Exemption?

The SEC’s recent exemption for tokenized equities has pushed an industry-wide question back to the forefront: should a tokenized stock be implemented as a synthetic instrument that mirrors a listed security’s market price, or as a token that gives holders a direct legal claim on the underlying share? The distinction matters for how products are structured, how custody is handled, and which compliance regimes apply. In a streamed discussion hosted by Camila Russo of The Defiant, Rodrigo Seira, a partner at Cooley, outlined what the exemption permits and noted that while it resolves some regulatory ambiguity, important legal boundaries remain. His remarks framed the panel’s exploration of how firms can design tokenized-equity offerings that align with SEC guidance while managing investor protections and operational responsibilities. Panelists from industry firms described the practical trade-offs between models. Gabriel Otte, co-founder of Dinari, and Peter Curley, head of global regulatory affairs at Ondo Finance, walked through how synthetic tokens and claim-based tokens differ on custody arrangements, investors’ legal rights, and compliance processes. They also highlighted cross-border considerations, noting that access for non-U.S. users is handled differently depending on whether the token represents an on-chain claim to a share or merely tracks its price. Overall, speakers suggested that the exemption changes the calculus for issuers but does not produce a single clear winner. Instead, the regulatory update narrows some paths and leaves operational and legal questions that will influence which structures scale in practice. The session aimed to give lawyers and builders a clearer sense of where the lines now sit and what trade-offs issuers face when choosing between synthetic and direct-claim tokenization approaches.