可能重塑美国加密行业的法案:对话 Multicoin 的 Greg Xethalis
- Multicoin 总法律顾问 Greg Xethalis 将 Clarity Act 定性为行业主动要求联邦监管,而不是逃避监管:“监管我吧,爸爸。” 当前默认体系要求在货币传输业务规则下取得54个独立许可(49个州、华盛顿特区和4个属地);这套规则制定时“电报还算个新鲜事”。一个资源充足的联邦监管机构胜过几十个资源不足的机构;此外,这还能让美国向海外监管体系施压、推动规则协调,因为“你不能跑去 ADGM 或欧盟说:嘿,照纽约州金融服务部的做法抄一遍。”
- 这项法案最核心的结构性安排,是由 CFTC 负责加密现货市场监管,并排除各州对数字商品业务的监管。 交易所、托管机构、经纪商、交易商、大额交易者、数字商品池及交易顾问都将纳入 CFTC 框架,预计由 CFTC 与 NFA 配合管理;而 SEC 仍将负责链上证券。CFTC 与 SEC 之争之所以尘埃落定,是因为这些是“无论 Gensler 政府提出多少法律理论,都不像传统证券的数字商品”。
- 分类法条款不会带来100%的确定性,但会“缩小战场”:3年前“你的红区有80码那么长”,如今创始人只需为“最后10码或20码”支付顶级律所费用。 网络代币的价值与功能,来自去中心化系统的硬编码和程序化运行;这里的去中心化,是指不存在某一方或协同行动的群体可以单方面控制系统。附属资产(在募资交易中出售的代币)则面临更严格的 SEC 披露要求。
- 时间与胜率方面,参议员 Lummis 在录制前约2小时公布了当前这份620页或630页的草案,而 Polymarket 对其在2026年获得签署的定价概率为37%,本周内曾从31%升至49%,再回落至37%。 Xethalis 称之为“薛定谔法案”:在法案真正上院表决前,不会有锁定的60票,“但也存在最终赞成票远超60票的可能”。目前剩下两项开放议题:刚公布的伦理条款,以及开发者保护与非法金融议题之间的谈判;问题在于,“什么样的伦理条款,才能让所有人都觉得它糟到必须捏着鼻子投赞成票”。
- 开发者保护通过 Emmer/Torres(后来由 Lummis/Wyden 推进)的 Blockchain Regulatory Certainty Act,重申了 FinCEN 2013年指引:用户和开发者不受监管,兑换商和管理者受监管——“写代码不是犯罪”。 法案还为财政部设置专门标题,要求其通过规则界定“什么不属于 DeFi”;Xethalis 认为,这对“保护 DeFi”至关重要。
- 法案通过只是工作的起点,而不是终点:接下来还有 SEC、CFTC 和财政部的大规模规则制定,以及 RWA 规则、Project Crypto 协调统一和 GENIUS 修补。 披露规则必须承认:不同于股票市场中发行人信息“属于发行人自身”,代币相关信息和控制权会“随着你距离 TGE 越远”而减弱;自愿性的 Token Transparency Framework 是起点模板。
- 机构入场是因为规则降低了参与难度,而不是华盛顿为这一资产类别背书:“Clarity 不会让加密资产获得合法性。” “这只能由我们这个行业自己做到。”他的结语是:翻过这座山后面还有“一块高速滚动的巨石,那就是规则制定”;建设者现在就应致电参议员,并在规则制定阶段提交意见。
1. 从54个许可监管机构到1个:为何行业恳求联邦规则
- Xethalis 以 Carl Sagan 的话开场——“如果你想从头做一个苹果派,首先得创造宇宙”——将 Clarity 的起源追溯到2014年的 NYDFS:它就在 Blockworks 录音室以南半英里处;此后还有 BitLicense、Wyoming,以及过去10年一系列法案:2017年的 Token Taxonomy Act、2022年的 Lummis-Gillibrand RFIA(2024年重新提出)、FIT 21、DCCPA、DCA,直到1年前 Clarity 在众议院通过。
- 当前制度要求全国运营商面对54个许可监管机构——49个州(Montana 不监管资金转移业务)、华盛顿特区和4个属地——并遵守“电报还算个新鲜事时”制定的资金转移业务规则;这对 Coinbase、Kraken 或 BitGo 这样的交易与托管企业并不合适。
- 他支持联邦化有3个理由:第一,“监管我吧,爸爸”("regulate me, daddy")——1个强健的监管机构胜过54个资源不足的机构;第二,一套清晰可识别的美国监管框架,能让政府“向外国政府施压,推动其规则协调”;第三,消费者保护会带来“对消费者更好的市场……对所有在其中经营的人都更好”。
- 关于法案由谁署名,Xethalis 说,如果法案通过,总统签字“在很多意义上是一封写给那些为这项法案工作了近10年的工作人员的情书”;他点名 Chris Land(Lummis)、Bill Rockwood(Gillibrand)、众议院的 Allison Behuniak 和 Paul Bolzano,并强调其两党沿革,包括 Klobuchar 的 DCA,以及 Soto 参与的2017年 Token Taxonomy Act。
2. CFTC 获得现货市场监管权;分类法缩小红区
- “最重要、最基础”的一类是农业:CFTC 不仅监管加密衍生品,也将监管现货市场中介机构——交易所、托管机构、经纪商、交易商、大户报告制度、数字商品池和交易顾问——可能与 NFA 协同;法案还排除了各州对数字商品业务的监管。并非所有数字资产都是数字商品,其中一些是链上证券,SEC 仍有角色。Xethalis 认为,CFTC 与 SEC 之争已经解决,因为这些是“无论 Gensler 政府提出多少法律理论,都不像传统证券的数字商品”。
- 分类法是众议院版 Clarity 与 RFIA Title I 的“结合体”,简化“90%的数字资产和数字资产交易”。他的足球比喻是:3年前,80%的球场都处于未知状态,“你的红区有80码那么长”;如今,你只需为“最后10码或20码、真正的红区”支付顶级律所费用。
- 对创始人而言,网络代币的价值和用途来自去中心化系统的硬编码、程序化运行;去中心化的定义是,不存在某一方或协同行动的多方能够“单方面控制”系统。但法案只搭好了地基,繁重的解释性规则制定仍交给 CFTC、SEC 和财政部,因此正如 Yanowitz 调侃的那样,“律师还在赢”;Xethalis 的回应是:“我更希望我们的被投公司不用为律师再买一栋避暑别墅。”
- 他希望扭转一项荒谬遗产:在上届政府时期,“公司会因为披露过多而受罚”,这反而激励项目上线时“看起来更像 meme coin,而不是具备实际生产属性的资产”。
3. 写代码不是犯罪——以及界定“什么不属于 DeFi”
- 开发者保护回到了最早的一份加密监管指引:FinCEN 2013年指引规定,用户和开发者不属于受监管主体,而兑换商和管理者属于受监管主体。部署代码并不会让你成为“金融系统的管理者”,除非你在上线后确实管理并运营一款金融产品。Blockchain Regulatory Certainty Act 在众议院由 Emmer/Torres 提出,在参议院由 Lummis/Wyden 提出——Yanowitz 顺带提到自己曾为 Wyden 实习——它“为开发者保护插下旗帜”,因为“失去未来的最好方式,就是……把建设者逼到海外”。
- 由包括 Mark Warner 在内的民主党参议员与共和党同僚共同起草的这一标题,要求财政部通过规则界定“什么不属于 DeFi”——“这是我们必须真正写清楚的东西,才能保护 DeFi”;最终仍取决于控制权。
- 关于非法金融,他的逆向判断是:加密资产“用来干坏事是个很糟的办法——你会被抓到”;正是这种激进透明度,让 Chainalysis、Elliptic、TRM 和 Blockade 都能做成真正的生意。法案为教育、特别工作组、研究和协调提供资源,也允许公私合作伙伴共享信息,而不是“用昨天的工具对付明天平台上的坏人”。传统的可疑活动报告和货币交易报告往往晚数周提交,可能在“事后3、4、5个月”才被读到。他希望有一个 SEAL Alliance 的“蝙蝠电话”,可以打给 Scott Bessent 说:“Gordon 局长,让我上场,教练。”
4. 薛定谔法案:解读 Polymarket 的37%概率
- Lummis 在录制前约2小时公布了当前这份620页或630页的草案(他开玩笑说:“我在过去2小时读完了620页”;Yanowitz 回道:“我这边都快把云额度啃光了,Greg。”)。Polymarket 对2026年签署的定价概率为37%,此前经历了剧烈波动的一周:31% → 49%(几条推文后)→ 37%。
- 他的判断是:“薛定谔法案……只有真正看到表决时,我们才会知道它是死是活。”参议院程序性表决通常需要60票才能结束冗长辩论;他预计在法案上院表决前不会有60张锁定的赞成票,“但也存在最终赞成票远超60票的情况”。
- 两项开放议题是:刚公布的伦理条款,以及开发者保护与非法金融议题之间的谈判。真正的不确定性在于:“什么样的伦理条款,才能让所有人都觉得它糟到必须捏着鼻子投赞成票。”
5. 披露、规则制定,以及为何合法性无法靠立法赋予
- 披露是“入场券”,但他警告,规则可能变得“烦人”:公开市场股票披露要求已经繁重到“公司选择留在私有市场”,他支持 Atkins 主席提出的“最低有效剂量监管”。加密行业的特殊之处在于,不同于股票市场中发行人信息“属于发行人自身”,对于代币而言,“距离 TGE 越远,你对代币和相关信息的控制就越少”。这些是开源系统,所以规则可以“姑且这么说”从 Ethereum 或 Solana 中取材。附属资产(通过募资出售的资产)将适用更严格的 SEC 披露要求;网络代币的披露则不同,非附属网络代币可能更成熟、也可能更去中心化——“通过 Bahamas 测试”。起点是自愿性的 Token Transparency Framework。
- 接下来要解锁的事项包括:两家机构在 Project Crypto 下协调统一后的 RWA 规则制定、对 GENIUS 稳定币条款的修补,以及机构入场——“不是因为美国政府在给加密资产背书……Clarity 不会赋予加密资产合法性。这只能由我们这个行业自己做到。”
- 他希望行业不要像“把巨石推上山的西西弗斯”一样,把问题拖进第120届国会;但即便法案通过,“翻过这座山之后,还有一块高速滚动的巨石,那就是规则制定”。预计“未来2周内”进行表决,他呼吁建设者现在就致电参议员,之后在规则制定阶段提交意见——“如果你想获得合法性……靠的是打造一款真正有效、并且在你退出之后很久仍能运行的产品”。他的结束语是:“我们会赢。”
完整逐字稿
Nothing said on Empire is a recommendation to buy or sell any investments or products.
Alright everyone, welcome back to Empire. This is a special roundup. The lads haven’t shown up, so I’ve got my good friend Greg Xethalis. Greg is the general counsel of Multicoin, and I do have to read a disclaimer: Although our guest this week is a partner of a registered investment adviser, nothing in this podcast should be considered an offer of Multicoin’s investment advisory services or otherwise be confused with investment, tax, legal, or other financial advice. I do feel like those are usually sped up or read quietly, but you’ve got to listen to me say it fully. With that out of the way, Greg, welcome to the show, my friend.
As the resident lawyer at Multicoin, I appreciate your demeanor in reading the disclaimer.
Why do we have to actually read those, though? Who’s out here suing people for what someone said on a podcast?
We need to make certain that we’re not soliciting in an inappropriate way or providing financial advice, legal advice, or certainly not tax advice. Lawsuits can happen, very rarely, but they do happen.
Yeah. Well, I am soliciting Blockworks. Is that acceptable?
That is very acceptable.
1. How CLARITY Came To Be
Greg, I wanted to bring you on because we are in the heart of, hopefully, maybe the final days of Clarity. There’s definitely a lot of movement with Clarity this week. You are the smartest person I know related to Clarity, or at least one of them. Maybe we can start big-picture and zoom in from there. Can you remind folks what Clarity even is and how this thing came to be?
2. Who Built The CLARITY Act?
Yeah, I’ll cite one of my favorite quotes. Carl Sagan said, “If you wish to make an apple pie from scratch, you must first invent the universe.” We’re not going to talk about how financial regulation works in this country, but it’s worthwhile to talk about where the origins of Clarity were. It actually starts only about half a mile south of the Blockworks studio in downtown Manhattan in 2014, when the New York State Department of Financial Services said, “Okay, here’s this asset class. We want it to be available to New Yorkers, but we want it to be safe.”
They started working on the first government regulation of crypto intermediaries. We’ve seen that iterate with the limited-purpose trust company structure in New York and the BitLicense. We’ve seen a handful of other states, most notably Wyoming, develop state-level regulation, but they were all basically fitting crypto into money services businesses, which principally are regulated at the state level as money transmitters.
These are rules that were developed when the telegraph was still a thing for moving money. They basically impose on companies like Coinbase, BitGo, or Kraken the same types of rules that apply to companies like MoneyGram or PayPal. It’s not a particularly good fit, particularly when you’re trying to cover market participants engaging in trading activity or custodial activity, versus just taking money from one customer and sending it to a third party.
Ultimately, I was around working on the BitLicense when it was first promulgated. We all knew that crypto wasn’t ready for federal regulation. But when you think about it, when you’re looking at a technology that is global in scope and certainly national in scope, state-by-state frameworks are a stopgap. They don’t fit this technology; they’re not, from a policy perspective, purpose-built for regulating the crypto economy.
But it took time for this technology and the market around it to grow to the point where we could seek federal regulation. That led us to a default status of needing licenses with 54 entities if you wanted to operate nationally. That’s 49 states—Montana doesn’t regulate money transmitters—plus the District of Columbia and the 4 territories: Guam, Samoa, American Samoa, the U.S. Virgin Islands, and Puerto Rico.
If you wanted to work across the country, you had to go to 54 different licensors and get licensed, and be subjected to dozens of examinations from teams that, while well-intentioned, were not well-resourced, either from a dollar perspective or a human-capital perspective, to examine and regulate these types of businesses.
As we saw in 2017, the first federal legislation was introduced: the Token Taxonomy Act. In 2022, we saw the first real market-structure proposal come out of the Senate: the Lummis-Gillibrand Responsible Financial Innovation Act. That was reintroduced in 2024. We also saw FIT 21, the DCCPA, the DCA, and then eventually the Clarity Act.
We’ll get into what the Clarity Act is, but last year, around this time—almost exactly a year ago—Clarity passed out of the House and moved over to the Senate. It was always known that the Senate would be a far more complicated process, both from parliamentary procedure as well as because of more eyes from legacy finance on this bill. That has played out.
A year later, in January, we saw the Agriculture Committee pass its portion of the bill, the Digital Commodities Intermediary Act, out of committee. Then, just 2 months ago, the Senate Banking Committee passed its portion, the Digital Asset Market Clarity Act, out of committee. Just about 2 hours ago, Senator Lummis released the current state-of-play draft, which is a 620- or 630-page bill. Fortunately, I know—I read all 620 pages in the last 2 hours.
Chewing through cloud credits over here, Greg.
[Laughter.] It’s my speed-reading class that my mom had me take in high school.
Before you go too much deeper, remind me who actually introduced this and why it was introduced. For people who aren’t as familiar with D.C., was it a company like Coinbase or Uniswap that went and said, “Hey, we need this bill”? Or was it lobbyists? Was it a senator or a congressman? How does this actually come to be?
The Clarity Act was first introduced in the House by Congressman G.T. Thompson, who is the chairman of the House Agriculture Committee. So they were the 2 principal sponsors on the House side. In the Senate, this was sponsored on the banking side by Senator Tim Scott and Senator Cynthia Lummis, and on the agriculture side by Senator John Boozman.
But it’s been worked on on a bipartisan basis for a very long time. In particular, we talk about the members, but it shouldn’t be lost on people that if this bill passes, when the president signs his name to that paper, it is, in many ways, a love letter to the staffers who’ve been working on this bill for the better part of a decade.
These are people like Chris Land in Senator Lummis’s office, Bill Rockwood in Senator Gillibrand’s office, Allison Behuniak and Paul Bolzano on the House side, and a number of staffers that I won’t name. We don’t have enough time to go through them all.
Importantly, I mentioned that this is a bipartisan bill. It’s been worked on by staffers on both sides of the Hill for a very, very long time. There have been versions of bills relating to crypto led by Democrats, like Senator Klobuchar with the DCA, which a lot of the agricultural portion of this bill is drawn, or Congressman Soto, who was a co-sponsor of the Token Taxonomy Act all the way back in 2017.
This has really been looked at. You asked who introduced it and who asked for it. I think one of the things people struggle to understand is that the industry has been asking for this. We’ve wanted rulemaking; we’ve wanted clear rules, and there are a few reasons why that’s the case.
The first was the morass of the current licensing and regulatory stack for crypto intermediaries. We’re asking collectively as an industry for the federal government to create a more robust but singular regulatory stack. We’re saying, “Regulate me, daddy.”
The reason why you want to do that is dealing with 54 independent and ill-resourced or under-resourced regulators is actually a lot harder than dealing with 1 really good one. You’re willing to accept stronger rules and more robust oversight because you’re going to 1 shop, not 54. I think that’s a point that maybe gets lost in the forest for the trees from time to time: This is an industry that wants rules.
The other 2 reasons why we want it are, 1, creating a cognizable regulatory framework allows U.S. companies to compete with international companies that aren’t as well regulated. That’s in 2 different ways. First, we actually now have a better framework for consumers. But second, passing Clarity gives the U.S. government—and there are actually charges for them to do this in the bill—the ability to pressure foreign governments to harmonize their rules with what the U.S. has laid out.
You can’t go to ADGM or the EU and say, “Hey, go copy what the New York State Department of Financial Services is doing.”
True.
The third part is you get consumer protections, and a better market for consumers is better for everyone operating in it.
3. What CLARITY Actually Does
100%. Maybe we can get a little more specific into what the Clarity Act is. The overarching goal, as I understand it, is to create a clear regulatory framework for digital assets, these blockchain-based digital assets. But there are these sub-things, right, where there are key definitions. How do you define a digital commodity? There are these requirements, and there are these carve-outs.
Where’s the best place to start to actually understand what this is? I think what I’m trying to answer is: What does this actually do, and what are the takeaways that people need to know?
Yeah, I silo it into 4 or 5 buckets. I’ll start with what I view as the most important and foundational part of this legislation, which is the agriculture bucket. The Senate Committee on Agriculture oversees derivatives markets and agricultural commodities. They typically regulate only futures-based derivatives on commodity interests, which is done by the Commodity Futures Trading Commission.
The CFTC is going to have a new task. They are going to be a regulator not only of derivatives on crypto, but also of spot-market participants. This is the question of how we regulate intermediaries. There is some role for the SEC in this because not all digital assets are digital commodities. Some of them are on-chain securities, or something along those lines.
That’s the first and most important component. That’s what I was talking about regarding the importance of bringing regulation out of the states and up to the federal level. This bill preempts state regulation of digital commodity activity, meaning we’re bringing these licenses out of the states and up to the federal level. There still may be money-transmission licensing for money-transmission activity, but regulation of virtual-currency or crypto-aligned businesses comes up to the federal level.
It will now regulate exchanges, custodians, brokers, dealers, as well as reporting for large traders. It will also regulate some funds as digital commodity pools and digital commodity trading advisors. So, it creates a framework that will be housed at the CFTC, probably working with the NFA, the National Futures Association, in helping to administer the registration not only of the organizations, but also of the employees at those organizations who are involved in trading activity and solicitation, in many, if not most, cases.
It’s going to look like the federal regulation we already have of these intermediaries. There is also a role, obviously, for some companies to be regulated by banking regulators like the OCC and whatnot, but fundamentally, this framework sits at the CFTC: robust regulation of the intermediaries, something that the industry has wanted for some time. Now it’s at a point of maturity where we can see that.
I would note that there was debate. 4 or 5 years ago, the question was: Should this be housed at the CFTC or the SEC? The SEC only regulates securities-related activity, but they do regulate spot markets. The CFTC regulates commodity-oriented activity, but typically only the derivatives markets, with anti-fraud authority over spot markets. So, there was going to be a decision to be made.
We’re dealing with digital commodities—things that don’t look like traditional securities, no matter how many legal theories the Gensler administration tried to postulate to the contrary. These are digital commodities that don’t look like traditional securities. The decision was made: Let’s put this at the CFTC. They will have a mandate for additional resources to assist them with implementing the rules and then the eventual licensing and oversight of these parties.
4. The New Token Taxonomy
So, that’s square 1, which is the intermediaries. The second component is the one that weirdly got more of the attention. This is the banking side because, for most builders in the space, it’s the most fundamental: the taxonomy and how we define whether or not an asset or a transaction in an asset is a security or a securities transaction.
This was really a marriage of 2 bills. It was a marriage of the House version of CLARITY and the RFIA version of Title 1. It takes the best parts of what the Senate had worked on previously and what the House had worked on and brings them together in a way that really simplifies 90% of digital assets and digital-asset transactions.
We’re not getting 100% clarity where, if someone launches a token using a smart contract, we’ll know immediately how that token will be treated, or how transactions in it will be treated. But what the bill does is shrink the field. 3 years ago, we were still in a world where 80% of the field was unknown. Your red zone was 80 yards. Now, we’ve shrunk that down, where you’re only going to have to call a big law firm and spend a ton of money on the last 10 or 20 yards—the true red zone.
For most of the field, things will be clear and apparent as to whether something is a security or a commodity, and whether or not a transaction in a digital commodity is a securities transaction. That’s a really important benefit. It’s also something unique about this bill: We’re actually introducing disclosure obligations that are very, very important for market quality and the evolution of this industry.
5. Ads (Peaq)
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6. When Is A Blockchain Mature?
I know there are a couple more things to cover. I have a few questions on some of the things you mentioned. On the first point—a digital commodity, this idea of a digital commodity—CLARITY actually defines this, right? It talks about this idea of a mature blockchain, which I think is very relevant for a lot of people listening to this.
Can you, in your least legalese way, define this? I’m a founder listening to this, trying to understand whether my token is on a mature blockchain, whether my blockchain is mature or not mature, and whether my token is a security or a commodity. How should people think about this?
Yeah, so the maturity test was in the House version, and it’s been reworked a little in the Senate version. It really goes toward a couple of things. The core definitions we have in the Senate version of CLARITY are: Is something a network token, and is it an ancillary asset?
A network token is one where the value and the operation are defined programmatically by the operation of the blockchain on which it sits and the smart contract or blockchain code that launches that token. The most fundamental way to think about it is: Is this token something that draws its value and its purpose from things that are hardcoded and from its use on a system that is, in fact, decentralized?
When we talk about decentralized, we’re talking about whether there is unilateral control over the blockchain or the smart contract on which the token relies. If there isn’t unilateral control by a party or group of parties operating in coordination to control that, then that system is decentralized.
Now, let’s be clear. In legislation in the U.S., typically the way this works is that the legislation itself puts out the core, foundational principles of the law and then pushes rulemaking to agencies to promulgate rules that interpret and apply those mandates. That’s the way it always works.
The reason we have an SEC is that we had the Securities Act of 1933 and the Securities Exchange Act of 1934. Those 2 acts laid down the principal laws, followed by many other federal securities laws, like my favorite, the Investment Company Act and the Advisers Act. The ’34 Act created the SEC to actually administer the federal securities laws and write the rules.
On the commodity side, we had the Commodity Exchange Act, which created the CFTC. The CFTC writes the rules. On the banking side, there are a panoply of different statutes that have come out, which created things like the Federal Reserve, the FDIC, and the OCC. All of those agencies go ahead and promulgate the rules along with Treasury, mainly Treasury.
There is going to be a lot of interpretation, particularly assigned to the CFTC, the SEC, and Treasury, in creating the rules and providing clarity around some of these definitions and how they will actually interact once they hit the market. There’s a lot of rulemaking in here.
Yeah.
The lawyers’ job doesn’t get easier. For everyone who’s worked on CLARITY, we’re shifting from a focus on legislation to a focus on rulemaking, and we’re all going to be very, very, very, very busy.
Yep. Seems like the lawyers keep winning, Greg.
Keep winning.
The rules.
Keep winning. So, that’s the nice part about this. I love my colleagues who are still in private practice, but I would prefer our portcos not need to pay for a second summer home.
Yeah. Fair.
7. Protecting DeFi And Developers
One summer home is enough.
One summer home, just one. Talk about some of the carve-outs. Maybe let's talk DeFi and what has happened as this bill has moved forward with DeFi.
Yeah, and that is the third component—the third sort of pillar—which—
I would, you know, bring you back here, Greg.
Yeah, we'll meander a little bit. We're not Odysseus, but we'll get there eventually.
One of the core components of this bill is developer protections. I would articulate that it actually comes back to where we started. The first guidance from any government body in the world around crypto was put out in 2013 by FinCEN, the Financial Crimes Enforcement Network, which is the Treasury division that looks at illicit money activities and administers the Bank Secrecy Act.
FinCEN put out guidance in 2013 that ultimately said that, with respect to Bitcoin and other “convertible virtual currency”—the ill-gotten name they chose to use—if you were a user or developer, you were not a regulated party. If you were an exchanger or an administrator, then you were.
This is the core component. When we talked about decentralized systems, is there a party that exercises unilateral control? If you are launching code, regardless of what that code is—if you're writing code, if you're deploying it to a blockchain—you are not an administrator of a financial system and not a regulated party unless, after that launch, you are actually administering a financial product and operating it.
That's the core of the initial starting point for U.S. regulation of crypto, and we return to it in CLARITY and provide greater definition of it. The 2 components that I think are most important in this are the Blockchain Regulatory Certainty Act, initially drafted by Tom Emmer, a Republican, and the great New York Congressman Ritchie Torres, a Democrat, in the House.
It was subsequently introduced in the Senate as a standalone bill by Cynthia Lummis, a Republican of Wyoming, and Ron Wyden, a great defender of open-source software and a Democratic senator from Washington.
Fun fact: I interned for Wyden.
Aha, that's why he got so smart. He's been promoting the protection of open-source software developers since you were in diapers. He is an absolute legend.
Yeah.
The bill itself gives certainty to software developers that writing code is not a crime. That's a restatement of the law, but it's very important that we have that in this bill and take a stand and plant the flagpole in defense of developers.
I can guarantee you one thing: the best way to lose the future is to lose control over science and technology, and the best way to do that is to force our builders offshore. This bill seeks to bring them back onshore.
There are other components that relate to developers and the broader scope of illicit finance. Some of them are really important for DeFi. One of them is something that I know Democratic senators, including Mark Warner, worked hard on with their Republican counterparts: a title that calls for rulemaking to define what isn't DeFi.
What isn't DeFi is something that we need to lay out in order to protect DeFi. That will be a very important rulemaking that Treasury will undertake, and that is expected to touch on this concept of control.
Within the illicit finance and DeFi provisions, there are going to be resources, including task forces, studies, and the allocation of funds for training. This is really about making sure the federal government, law enforcement, and the relevant agencies have the resources and capabilities to deal with the crypto economy and the legitimate concerns that people have.
Crypto is a much worse technology for bad people to use. It is really hard to launder money using crypto, and it's really hard to engage in illicit activity generally. We've seen this historically, and you'll see a tabloid headline: “We caught this bad actor using crypto,” or “These bad actors were using crypto.” Well, we caught them, and that's the core point.
The blockchain introduces radical transparency and a ready availability of information to be ingested and analyzed. That's why companies like Chainalysis, Elliptic, TRM, Blockade have tremendous products and have invested a lot of money into blockchain forensics. There are customers for this because it's a really bad way to do bad things. You get caught.
This repeats throughout history. At the same time, we have to recognize that we've got to shift the tools that are being used. This bill does 2 things quite well. One, it invests in ensuring that the appropriate tools are used for this technology and this economy—not simply trying to use yesterday's tools to fight bad actors on tomorrow's platforms.
The legacy financial system relies on suspicious activity reports and currency transaction reports, which are submitted a couple of weeks late and are read by someone eventually, 3, 4, or 5 months after the fact. In crypto, what we need to do is speed-reading. We need Greg's ability to read 620 pages in 90 minutes.
We need the ability to have automated systems, using our friends in AI, to ingest data and coordinate with regulated centralized actors that will now be regulated at the federal level under this bill, as well as the forensic firms and great folks like the folks over at the SEAL Alliance, the Security Alliance, who have been begging for public-private partnerships to mitigate the use of blockchain for illicit activity.
It has worked through voluntary and private-driven initiatives, and credit to the Treasury Department, particularly Tyler Williams, but also the folks in the various divisions of Treasury, like TTF and others, who have taken the time to work with industry to create these solutions and figure out what they need to do.
The bill, in particular, creates resources for education at the federal, state, and local levels, coordination, and, most importantly, opens up the possibility for true public-private partnerships by allowing information sharing.
I'm still desperately waiting for the Security Alliance to get a Batphone where they can call up Scott Bessent and say, “Commissioner Gordon, put me in, coach.” That's how we win.
Yeah.
That's how we win.
Indeed. Polymarket is getting into what's happening this week. Polymarket—I guess maybe Multicoin's a Kalshi shop here—but we can still show Polymarket here.
Polymarket's showing a 37% chance that this gets signed into law in 2026. Fun week, right? We went into the week at a 31% chance. We popped on a couple of tweets to 49%. So, we went from 31% to 49%, and now we are back down to 37%.
Walk me through this, Greg. I think there are 2 things. What happened this week? And, really, I think the most important is: Where does this go? Is 37% priced correctly?
I refer to it as Schrödinger's bill. I think we will know if it is dead or alive only when we actually see the vote. I don't think we'll have 60 people committed to a yes until it's on the floor. But there's a world where we get yes votes well more than 60.
When you're looking at the math and counting the whip counts—and just talking for a moment about parliamentary procedure in the Senate—the Senate is the world's greatest deliberative body because it takes 60 votes to get something done. In the House, a simple majority rules the day.
In the Senate, there are procedural votes, and those procedural votes often call for a 60-vote margin in something referred to as cloture, which is ending debate and moving forward. In the Senate, we've got to work with: How do you count to 60?
Different offices have different issues that they care the most about, and there still are a couple of areas that would be considered open on the field. The 2 areas that are probably most open on the field are ethics language, which was released to the public for the first time when Senator Lummis released her draft this afternoon.
The second component is that there's still some negotiation around what you would refer to as developer protections, but it's really conjoined with illicit finance and negotiations around what is the appropriate way to apply the law to decentralized systems.
I think there's a clear path to getting to good on all of the bill. What is harder to interpret and articulate is what type of ethics language is a good enough fit for everyone to hate it enough that they pinch their noses and vote yes.
8. The Future Of Token Disclosures
Right. We have a bit of a horse in this race with the stuff that we're doing on disclosures. I'm curious: If you were guiding Blockworks a little bit, and guiding the exchanges, which maybe have to do more disclosures, and the token issuers themselves, who have to do more disclosures, how should folks be thinking about what this means for disclosures?
Yeah. As a first and practical matter, I think we need to accept and understand that if this industry is going to be at the forefront, we need disclosures. It's table stakes for operating in a responsible way and to grow the economy writ large.
Now, what that doesn't mean is that projects or exchanges should be overly burdened.
It is possible, if not probable, that we're going to have rules promulgated by the SEC and the CFTC that are annoying. We've seen that with public equities markets, where we've made disclosures so difficult that companies stay private. Companies stay private not only because there are mega private equity funds that are willing to cut seven-, eight-, nine-figure, and sometimes 10-figure checks at huge valuations. We've gotten into this scenario because access to public markets and equities is a privilege, not a right.
And the big trade-off is you pay through robust disclosures. Whether you're on Form S-1 or N-1A or what have you, when you go public in this country, you are signing up for a lot of legal and compliance costs. At its core, it's a justifiable cost, but we also need to make sure we right-size that. I think that's been one of the priorities of Chairman Atkins: trying to bring us down into a world where we're focusing on what the core disclosures are for our public equity markets that the investing community actually needs, and how we can deliver that with what he refers to as the minimum effective dose of regulation.
We've gone too far in public equities markets. Hopefully, we bring back IPOs by right-sizing that. We're going to be doing this de novo for digital asset markets, which means we need to figure out what disclosures actually matter for projects and how we get them out in a way that doesn't overburden the parties who are doing that. One thing that I'm quite passionate about is the need, in that consideration process, to remember that digital assets, by and large, are not like traditional equities.
The party that originates the digital asset at the time of origination has access to information that might be more equivalent—not exactly, but more equivalent—to a traditional securities issuer. For traditional securities issuers, the information relevant to that security is personal to the issuer in most cases. In the case of digital assets, the further you get from launch, the further away from TGE, the less control you have over both the token and the information relating to the token, because these are open-source projects.
I'm referring only to open-source projects at this point, not tokenizing equity. We need rules that acknowledge that these are open-source systems, and you can pull rules, for lack of a better term, from Ethereum, or Solana, or whatever chain is your favorite.
It's going to be a lot of hard work. I expect that if this bill passes in the next handful of weeks and is signed by the president in a month or two, I'll be spending a lot of my time around disclosure rulemaking and commenting on the process to ensure that this is properly right-sized. Companies that are building in the space, whether you're an exchange, an originator, or a foundation, should be thinking about the types of information that would be warranted in disclosing. You should be thinking about engaging with the SEC when rulemaking starts and sets forth those disclosures.
The rulemaking will come in 2 channels. The SEC will have principal rulemaking authority around the disclosures for network tokens and ancillary assets. Think about ancillary assets as tokens that are being sold in capital-raising transactions. For those types of ancillary assets, you will have more robust disclosures.
For network tokens, it's going to be a little bit different. You might think of a network token that is not an ancillary asset as something that is more mature or decentralized—passes the Bahamas test, if you will. Thinking about what types of information are needed, and talking to someone who's probably a little more expert on this than me, if you look at what's in the Token Transparency Framework, that's going to be a lot of the core of what's involved.
For some issuers and some originators, there will be information that looks more like traditional securities-market information. For others, that's going to be corporate information, and there might be audited financials and things like that. These are going to be assessed in rulemaking and really driven by it. A good starting point to understand the types of information that are likely to be needed is to look at the people who've already been building this on a voluntary basis, like the Token Transparency Framework.
9. What CLARITY Could Unlock
Greg, as we think about wrapping up, is there anything else that, whether you are investing in tokens, building something related to tokens, or just building anything in digital assets, is relevant for clarity that people should know that we didn't cover?
I think there are some other components that touch on what I would consider the more TradFi side of crypto. There's going to be some rulemaking around real-world assets that will come out at the CFTC and the SEC. This relates to Project Crypto, which is the joint effort of the SEC and CFTC tied to their harmonization process. In addition to that, there are some touchpoints on the GENIUS Act, where there are tweaks and fixes to the stablecoin-related regulations that are in the process of being finalized by the relevant authorities.
Beyond that, another big unlock from Clarity is, to be frank, that it's going to bring more institutions into the space. That's not because the U.S. government is blessing crypto. It's just that the U.S. government is creating rules that make it easier for regulated entities to engage with the space.
Clarity does not legitimize crypto. That is only something we as an industry can do for ourselves, and part of that is adopting good behaviors on our own. Part of that is maturing as companies within the space, and part of that is pushing for what we've done for the last 10 years, which is asking for reasonable regulation to allow us to responsibly innovate.
I do believe that Clarity advances the ball in that regard, and does a lot for the intersection of Project Crypto, where we're starting to bring more of traditional finance on-chain. I think that's important. But again, when we're looking at the charge for the people in the industry, this is not the destination.
I hope that we are not Sisyphus pushing a boulder up a hill and turning around at the start of the 120th Congress, realizing that the boulder is back at the bottom of the hill. The journey does not end when we get to the top of the mountain or the hill. Sometimes it feels like a mountain. The journey doesn't end there.
On the other side of this mountain, we've got a fast-moving boulder, which is going to be rulemaking. We need the crypto community, both the more TradFi side and the developer side, to make sure their voice is heard. The principal task in making sure your voice is heard is to get on the phone, write an email, write a letter, contact your senator, and explain to them that you are making your living in this space.
If you're a founder or builder, you are creating jobs and technologies that we don't intend to be memefied. We're creating things that are meant to be sustainable. This bill actually allows that to occur. It promotes disclosure, and it creates a viable path for value capture in tokens themselves as part of the taxonomy work. Those are hallmarks of how we make this a sustainable ecosystem and build products that matter.
If you want to be legitimized, it's not from a piece of legislation; it's from building a product that works and works long beyond your involvement. Your involvement right now is letting your voice be heard, both in advance of the votes that we expect to occur over the coming 2 weeks and after we pass this bill. Let your voice be heard in the rulemaking process to make sure that the rules are consistent with the reality of your experience building and using this technology.
10. Closing Thoughts
Well said. Greg, thank you for this, and thanks for all your hard work on Clarity. Let's hope it passes.
Absolutely. We are going to win.
Indeed.
All right.
Thanks, folks. Nothing said on Empire is a recommendation to buy or sell any investments or products. This podcast is for informational purposes only and the views expressed by anyone on the show are solely their opinions, not financial advice or necessarily the views of Blockworks. Our hosts, guests, and the Blockworks team may hold positions in the companies, funds, or projects discussed.