A decade-long tug-of-war ends: "Crypto Market Structure Bill" sprints to the Senate

On December 10, U.S. Senators Gillibrand and Lummis stated at the Blockchain Association Policy Summit that the "Cryptocurrency Market Structure Act" (CLARITY Act) is expected to release its draft this weekend and enter the amendment and hearing vote stage next week. This means that this long-anticipated legislative project has officially entered a decisive window period.

The bill was first formally introduced to the U.S. House of Representatives on May 29, 2025, jointly proposed by House Financial Services Committee Chairman Patrick McHenry and Digital Assets and Innovation Subcommittee Chairman French Hill. It was overwhelmingly passed by the House on July 17 (with 294 votes in favor) and is currently awaiting final review by the Senate.

Core Design of the Bill: Classification Rather Than One-Size-Fits-All

The core of the "Cryptocurrency Market Structure Act" is that it seeks to end the decade-long tug-of-war between U.S. regulators and the industry over whether digital assets are securities or commodities. For the first time, it draws clear boundaries for digital assets through legislation, avoiding a "one-size-fits-all" regulatory model and instead adopting a classification-based regulatory framework. Specifically:

Statutory Distinction Between "Digital Commodities" and "Digital Securities"

The bill clearly defines the vast majority of tokens natively issued on decentralized blockchains as "digital commodities," transferring their regulatory authority to the Commodity Futures Trading Commission (CFTC). Only those tokens that meet the Howey Test and possess typical "investment contract" characteristics will continue to be regulated by the SEC under securities laws.

"Mature Blockchain" Exemption Pathway

To avoid all tokens being forcibly classified as securities, the bill establishes a "mature blockchain system" standard: when a blockchain meets the criteria of "high decentralization" (no single entity controls more than 20% of the token supply or validation rights, and the value mainly derives from actual network usage), it can be exempted from the SEC's securities registration requirements. This provides a clear path for mainstream assets such as bitcoin and ethereum, ensuring that regulation does not stifle technological progress.

Comprehensive Shift of Secondary Markets to CFTC Oversight

The bill requires all platforms engaged in spot or derivatives trading of digital commodities to register with the CFTC as "Digital Commodity Exchanges" (DCEs), digital commodity brokers, or dealers. Considering industry realities, the bill also sets up a "temporary registration" channel lasting up to 360 days, ensuring that existing compliant platforms will not be forced to shut down due to technical violations during the transition period, thus achieving a smooth transition.

Limited Fundraising Exemptions

Even if an initial token offering is conducted on a mature blockchain, if it is still deemed an "investment contract," the issuer may apply for exemption from the registration requirements of the 1933 Securities Act, but the annual fundraising total must not exceed $75 million, and stricter information disclosure obligations must be fulfilled. This design seeks to strike a balance between encouraging innovation and protecting investors.

Division of Labor Between CFTC and SEC: From Confrontation to Collaboration

For a long time, the ongoing tug-of-war between the SEC and CFTC over digital asset jurisdiction has been described by the industry as the "Achilles' heel" of the crypto sector. Regulatory uncertainty has even been considered a significant hidden cost suppressing domestic innovation in the U.S. If the "Cryptocurrency Market Structure Act" is officially enacted, it will, through legislation, completely end this situation and establish a clear division of responsibilities: the CFTC will become the core regulator of the digital commodity secondary market, while the SEC will focus on the issuance and private placement of tokens with securities attributes in the primary market.

To ensure coordination between the two agencies in overlapping areas, the bill requires the establishment of a permanent "Joint Advisory Committee." Whenever either party formulates rules that may affect the other's jurisdiction, it must formally respond to the committee's non-binding recommendations. This mechanism aims to prevent future regulatory vacuums or overlapping regulation.

At the same time, the bill gives explicit protection to the decentralized finance ecosystem: protocol front-end developers, node validators, miners, and other non-custodial, non-profit roles will be clearly excluded from the definitions of "broker" or "dealer," thereby significantly reducing compliance burdens at the protocol level and preserving reasonable space for technological innovation.

Supporting Actions Advancing in Parallel: CFTC "Taking the Lead"

As the Senate review of the "Cryptocurrency Market Structure Act" enters a critical stage, on December 5, the U.S. Commodity Futures Trading Commission (CFTC) Acting Chair Caroline D. Pham announced that spot cryptocurrency products will, for the first time, be allowed to trade on CFTC-registered regulated futures trading platforms.

Pham stated that this move is part of the Trump administration's plan to make the U.S. the "world's crypto capital," aiming to address the lack of safeguards on offshore trading platforms by providing a regulated domestic market.

In addition, as part of the "Crypto Sprint" plan, the CFTC will also promote the use of tokenized collateral (including stablecoins) in the derivatives market and revise rules to support the application of blockchain technology in core infrastructure such as clearing and settlement. This will strengthen the CFTC's leadership role in the digital asset sector and is highly consistent with the spirit of the bill.

Trump's Nominations Accelerate: Crypto-Friendly Leadership in Place

Since Trump's second term, the personnel layout of major U.S. financial regulatory agencies has continued to tilt toward supporting digital assets, and this shift has become a key catalyst for the accelerated development of the crypto industry.

Paul Atkins, Chairman of the U.S. Securities and Exchange Commission (SEC), said in an interview with CNBC that America's "resistance" to cryptocurrencies has lasted "too long." Paul Atkins was appointed by Trump and will take office in 2025. He regards the "Cryptocurrency Market Structure Act" as part of "Project Crypto," which aims to bring order and fairness to digital asset classification through legislation and rules.

Meanwhile, on October 25, 2025, Trump nominated Brian Quintenz as CFTC Chairman and Commissioner. He is a former crypto lawyer who represented multiple crypto companies (such as venture capital funds and blockchain projects) at Willkie Farr & Gallagher, and has served as Chief Legal Advisor to the SEC Crypto Task Force since March 2025, reporting directly to Atkins.

Trump also nominated Travis Hill as Chairman of the Federal Deposit Insurance Corporation (FDIC), and he has served as Acting Chairman since 2025. Hill is also crypto-friendly and has publicly supported banks engaging in crypto custody and stablecoin issuance, believing this can enhance financial inclusion. The FDIC is the regulatory interface between banks and crypto (such as stablecoin issuers), and his appointment may facilitate banks' entry into the crypto sector.

After the government resumed operations, the SEC also introduced a series of institutional optimization plans to accelerate ETF approval processes. The overall signal is very clear: regulatory logic is shifting from defensive management to structural acceptance.

Conclusion: The U.S. Is Completing the "Crypto Rule of Law Puzzle"

More importantly, the advancement of the "Cryptocurrency Market Structure Act" may consolidate the effectiveness of the "U.S. Stablecoin Innovation Act" signed by Trump earlier this year, which has already provided a safe framework for stablecoin issuance. This bill further improves the legislative puzzle regarding the crypto industry, fills the gap in market structure, and promotes the U.S. from a "follower" to a "leader" in global crypto regulation.

Overall, these policy and personnel changes signal structural opportunities for the U.S. crypto ecosystem, and regulatory clarity may attract more institutional capital inflows. However, challenges remain, such as the coordination of DeFi regulatory details and alignment with international standards. But for global crypto practitioners, this is not just an American story—it is also a crucial window period for the entire industry.