Subject: S7-02-22: Webform Comments from Chris Hightower
From: Chris Hightower
Affiliation:

Oct. 28, 2023

The SEC's proposed amendments to Exchange Act Rule
3b-16 could be argued to legally not apply to decentralized exchanges
(DEXs) with no central authority or physical location based on
jurisdiction and lack of SEC authority over decentralized globally
distributed nodes.

Jurisdiction: The SEC's jurisdiction is limited to the United
States. DEXs are decentralized networks of computers that are not
located in any one jurisdiction. This makes it difficult for the SEC
to assert jurisdiction over DEXs.

In order to assert jurisdiction over a DEX, the SEC would need to show
that the DEX has a sufficient connection to the United States. This
could be difficult to do, as DEXs are designed to be borderless and
accessible to users from all over the world.

Even if the SEC could assert jurisdiction over a DEX, it would still
need to show that it has the authority to regulate the DEX.

SEC Authority: The SEC's authority is limited to regulating
securities and securities exchanges. DEXs do not trade securities in
the traditional sense. Instead, DEXs trade digital assets, which may
or may not be securities.

The SEC has not yet determined whether digital assets are securities.
If the SEC determines that digital assets are not securities, then the
SEC would not have the authority to regulate DEXs.

Even if the SEC determines that digital assets are securities, it is
not clear that the SEC has the authority to regulate DEXs. DEXs are
decentralized networks that are not controlled by any one entity. This
makes it difficult for the SEC to enforce its regulations on DEXs.