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Hassan Shittu
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A former Securities and Exchange Commission lawyer has publicly backed Ripple’s position that speculation alone should not be enough to trigger securities regulation.
The comments, submitted as part of the SEC’s ongoing Crypto Task Force consultation, add weight to a growing policy argument that draws a sharper line between investment contracts and the assets that may trade around them.
The submission was written by Teresa Goody Guillén, a former SEC attorney, and published Monday on the commission’s website as public input.
Her response addressed a January 9 letter from Ripple, which warned against regulatory frameworks that treat a crypto asset as a security simply because buyers hope its price will rise.
Ripple Says Speculation Alone Shouldn’t Trigger Securities Rules
Guillén agreed with Ripple’s core concern, stating that approaches relying on a “passive economic interest” risk confusing market speculation with legally enforceable investment rights.
In her letter, Guillén clarified that her own academic work on digital asset market structure had been cited by Ripple not as an endorsement of such conflation, but as part of a broader discussion on how economic factors should be assessed.
She emphasized that no single factor, including speculative intent, should be determinative when applying securities laws to digital assets.
Instead, she argued, those factors must be weighed on a sliding scale grounded in legal obligations and historical regulatory practice.
Ripple’s original submission to the SEC’s Crypto Task Force came as Congress considered the CLARITY Act.
At the center of Ripple’s argument is the distinction between an asset and the transaction through which it may have been sold.
The company maintains that once an issuer’s enforceable promises have been fulfilled or expired, the asset itself should not remain subject to securities regulation indefinitely.
Treating it otherwise, the company argued, would collapse the difference between a contract and a commodity-like asset, expanding regulatory authority beyond its intended limits.
Ripple also pushed back against regulatory approaches that rely heavily on the “efforts of others” prong of the Howey test.
The company said focusing solely on buyers’ expectations of others’ efforts overlooks key elements of an investment contract, including a common enterprise and enforceable profit rights.
It added that price speculation alone does not make an asset a security unless it involves a legal claim on an issuer.
Regulators Weigh New Asset Category as Crypto Policy Debate Widens
Guillén’s submission aligns with that view while stopping short of endorsing any single legislative proposal.
Separately, she released a discussion draft for a proposed Digital Markets Restructure Act of 2026, which has not been adopted by the SEC or the CFTC.
The draft outlines a new classification called “Digital Value Instruments” for assets that do not fit cleanly into existing securities or commodities frameworks and proposes a risk-based division of regulatory oversight between agencies.
The comments were part of a broader wave of submissions filed in late January, as industry participants, policy groups, and former regulators weighed in on market integrity, tokenization, and cross-border supervision.
Several contributors warned against broad exemptions for decentralized trading platforms.
Meanwhile, others urged Congress and regulators to preserve core investor protections without forcing digital assets into disclosure regimes designed for traditional equities.
The policy debate is unfolding as legislative momentum has slowed in the Senate.
This week, a winter storm in Washington delayed the Senate Agriculture Committee’s first markup vote on digital asset market structure legislation, further complicating an already uncertain timeline.
The Banking Committee’s parallel effort on the CLARITY Act has also been pushed back, leaving the Agriculture Committee’s bill as the most immediate vehicle for reform, despite visible partisan divisions.
