Clarity Comes Home to Roost

US Securities and Exchange Commission (SEC) Commissioner Hester Pierce, a longtime advocate for the agency to use a lighter touch when regulating web3 products, recently issued an interesting statement entitled " Enchanting, but Not Magical: A Statement on the Tokenization of Securities ." This was pretty clearly aimed at Robinhood's recent announcement they would tokenize a range of US equities and allow trading of those tokens "on the blockchain."

Pierce's statement included an explicit invitation for prospective product developers to meet with the commission and its staff. That is particularly amusing because Pierce has received a lot of support from web3 folks specifically for pushing back on former SEC Chair Gary Gensler's constant invitations to " come in, talk to us, and register ." She even went so far as to mock the "just come in and register" SEC line as an unworkable joke in public statements only last year. Go read the linked statement. It is not terribly long and includes a "transcript" from a hypothetical conversation where a project is trying to get clarity out of the SEC. In that telling the SEC will not provide straight answers. The hypothetical conversation ends when the project says their lawyer has questions and the SEC refuses to provide legal advice. That was Pierce's position 18 months ago.

Now go back and reread Pierce's recent statement. It includes lines like: "For example, depending on the particular facts and circumstances, a token could be a 'receipt for a security,' which is itself a security but is distinct from the underlying security held by the distributor of the token."

These are exactly the kinds of things a lawyer might want to talk to the SEC about. Unless Pierce wants the SEC to start offering legal advice to prospective projects – when, constitutionally, it cannot exercise any control whatsoever over the life-tenured Federal judges that ultimately decide these issues – this feels confusing. Maybe even amusing.

The 2024 statement is predicated on projects asking legitimate and complex questions and the SEC refusing to provide useful answers. But the recent 2025 statement addresses non-compliant activity related to issues the author of that statement plainly thinks are not complex. The recent statement does not give legal advice – but it also conveys that the 2024 was expecting issues to arise over better issues.

Robinhood is regulated in many ways in the US and the UK and the EU and maybe other places too. They sure have a lot of lawyers. Robinhood's IPO was handled by Davis Polk a massive and well-connected US law firm that employs myriad former SEC officials . Presumably Robinhood can get a meeting. And, again this is just guessing, their lawyers might have questions about the SEC's views on the specific "facts and circumstances" of various potential products.

So what is going on here? Why is an SEC commissioner that formerly mocked "Come in, talk to us, and register" now saying the same thing herself? And why is this about issues that do not appear to sit on the harder end of the web3 regulatory spectrum?