OpenSea, the leading centralized NFT marketplace, is pushing the U.S. Securities and Exchange Commission to clarify that NFT marketplaces do not qualify as exchanges or brokers under federal securities laws, according to a letter sent to Commissioner Hester Peirce, the Crypto Task Force chair, on Wednesday.
In February, the SEC dropped an investigation of OpenSea amid a wave of regulatory reversals under a more crypto-friendly administration. As part of President Trump’s first official acts, he directed the agency to clarify its position on crypto and set up a "Crypto Task Force" to engage with the industry on drafting guidelines.
For years, the SEC had been criticized for its policy of “regulating by enforcement” and failing to state actionable rules. Under former Chairman Gary Gensler, the agency operated as if all cryptocurrencies — barring Bitcoin — were under its remit and subject to securities laws.
"The Division of Enforcement’s previous move to extend exchange and broker regulations to OpenSea appeared to be focused more on expanding the Commission’s jurisdiction than on addressing the particular risk profiles of NFT marketplaces and considering whether existing regulations are relevant to those risks," OpenSea General Counsel Adele Faure and Deputy General Counsel Laura Brookover wrote in Wednesday’s letter.
"OpenSea encourages the Commission to reject that approach and instead let the actual issues guide the regulatory solutions. In addition, the Commission’s past enforcement agenda has created uncertainty. We therefore urge the Commission to remove this uncertainty and protect the ability of U.S. technology companies to lead in this space," they add.
Faure and Brookover argue that the broker designation is "superfluous" for exchanges like OpenSea because "the underlying risks" of "conflicts of interest, financial instability, and misconduct" are absent in the crypto ecosystem.
"NFT marketplaces do not hold or facilitate the flow of funds or assets and thus cannot commingle them, making capital requirements and financial recordkeeping irrelevant. Moreover, OpenSea does not recommend investments or execute transactions on behalf of users," Faure and Brookover write.
Likewise, OpenSea should not be regulated as a “Trading Facility” like the New York Stock Exchange because transaction execution is handled by immutable smart contracts, and the platform does not meet the Exchange Act’s “multiple sellers” requirement.
Pierce’s crypto task force has met with a number of industry players, including Jito Labs, which recommended that the SEC approve staking ETFs.
Disclaimer: The Block is an independent media outlet that delivers news, research, and data. As of November 2023, Foresight Ventures is a majority investor of The Block. Foresight Ventures invests in other companies in the crypto space. Crypto exchange Bitget is an anchor LP for Foresight Ventures. The Block continues to operate independently to deliver objective, impactful, and timely information about the crypto industry. Here are our current financial disclosures.
© 2025 The Block. All Rights Reserved. This article is provided for informational purposes only. It is not offered or intended to be used as legal, tax, investment, financial, or other advice.
免责声明：本文章仅代表作者个人观点，不代表本平台的立场和观点。本文章仅供信息分享，不构成对任何人的任何投资建议。用户与作者之间的任何争议，与本平台无关。如网页中刊载的文章或图片涉及侵权，请提供相关的权利证明和身份证明发送邮件到support@aicoin.com，本平台相关工作人员将会进行核查。
