#USHouseMarketStructureDraft Slide 1: Title Slide
U.S. House Market Structure Draft: Digital Commodities Carve‑Out
Santa Clara | May 2025
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Slide 2: Executive Summary
A new House discussion draft clarifies that secondary‑market trades of digital commodities (e.g. Bitcoin, Ether) are not securities if they do not grant ownership rights in the issuer’s business, profits, or assets .
Only token transfers conveying equity‑style claims (profits, assets, governance) would trigger U.S. securities laws .
This carve‑out shifts routine crypto trading oversight from the SEC to the CFTC, reducing legal uncertainty for exchanges and investors .
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Slide 3: Key Provision (p. 49)
> “Transactions involving the sale of digital commodities do not constitute securities, provided they do not grant the purchaser ownership rights in the issuer’s business, profits, or assets.”
Applies only to secondary‑market trades (peer‑to‑peer or on exchanges), not initial issuances.
Ensures plain‑vanilla commodity trading remains outside SEC jurisdiction.
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Slide 4: Legislative Context
Regulatory Uncertainty
Crypto’s explosive growth left Congress, the SEC, and the CFTC at odds over token classification since 2017 .
Prior FIT21 proposals sought similar CFTC‑first frameworks but lacked clear secondary‑market carve‑outs .
CFTC vs. SEC Jurisdiction
~70% of tokens fit a “commodity” definition; this draft cements CFTC oversight for them on trading .
SEC retains authority over tokens with equity‑like features (profit‑sharing, governance rights) .
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Slide 5: Implications for Stakeholders
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Slide 6: Market Reaction (May 5–6, 2025)
Bitcoin (BTC): +5.2% to $72,450 (24 hr)
Ethereum (ETH): +4.1% to $3,180 (24 hr)
Trading Volume: BTC $38.7 B (+12%), ETH $15.3 B (+9.8%)
Industry Lobbying: Crypto firms hailed the “safe harbor” carve‑out as a win for market liquidity .
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Slide 7: Timeline & Next Steps
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Slide 8: Strategic Recommendations
1. Exchanges: Integrate CFTC compliance checks; update listing criteria to flag tokens with equity‑like features.
2. Investors: Monitor token economics for profit‑sharing clauses; routine trading of standard commodities now lower risk.
3. Issuers: Structure tokenomics to avoid embedded ownership claims if seeking commodity treatment.
4. Legal Teams: Track markup changes—any tweak to “ownership rights” language could broaden SEC reach.
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Slide 9: References
1. Binance News: New U.S. House draft clarifies digital commodity transactions
2. CoinGape: U.S. House releases crypto market structure discussion draft
3. CoinLive: Page 49 carve‑out does not constitute securities
4. Unchained Crypto: Draft bill expected by late May/early June
5. Decrypt: Bill poised to end SEC oversight over most crypto
6. Coindesk: Disclosure and CFTC/SEC roles in draft
7. Axios: House revisits crypto regulation with new draft
8. House FinServ Schedule: May 6 joint hearing details
9. Blockchain.News: BTC/ETH price reaction data, May 5 2025
10. House FinServ Hearing page: “American Innovation and the Future of Digital Assets” 