Tokenized real world assets are scaling, but Ashley Ebersole, a former Securities and Exchange Commission counsel and now chief legal officer at Sologenic, says the binding constraint is regulatory engagement rather than technology. He joined the SEC in early 2015 and served in internal groups focused on applying securities law to blockchain based assets. After the agency’s 2017 DAO Report, he said the next phase leaned heavily on enforcement and dialogue with builders thinned. He expected a rotation toward policy, but it did not arrive, and he said the posture later hardened. That communication gap slowed compliant RWA design, delaying onchain securities models that are moving toward production.
How ownership based RWAs clear compliance hurdles
Ebersole’s practical answer is to make tokens represent ownership, not just price exposure. He described stock tokens that work like depository receipts: when a user buys a token, a corresponding share is acquired and held by a regulated clearing broker, and a token is minted to represent contractual rights to that share. Dividends and voting rights can follow from that structure. He said there is a right way to issue tokenized assets, and it can be done. Momentum is building: Standard Chartered projected non stablecoin RWAs could reach $2 trillion by 2028, and the article notes BlackRock exploring tokenization and JPMorgan launching tokenized money market products on Ethereum.
The model breaks down when legal rights do not travel, or when distribution crosses jurisdictions. Ebersole contrasted ownership based tokens with synthetic products that mirror an equity price without granting shareholder rights or a claim on the underlying asset. In late July, Robinhood promoted tokenized exposure linked to OpenAI, and the private company publicly distanced itself, saying equity transfers require approval. Jurisdictional fragmentation is the other hard limit: securities laws remain nationally bound, and he said compliant structures in the US do not automatically translate in practice to the EU or Asia, where licensing and disclosure differ. Robinhood’s tokenization offering is limited to EU users under MiFID II.
Yield features add another compliance tripwire. Ebersole said regulators draw a sharp line between yield generated through a holder’s own actions, such as participating in transaction validation, and yield that accrues passively just by holding a token. Inherent yield still signals a security, even as views on staking have evolved under the current SEC administration. He tied RWA momentum to a softer SEC posture and leadership changes, including Paul Atkins, with staff inviting firms to explain compliant pathways. Existing securities law still governs RWAs, yet he argued the move away from an enforcement only posture leaves room for more tailored rules over time. Distribution frictions still persist globally.
