Former SEC counsel Ashley Ebersole argues that regulatory engagement, not technology, has been the principal bottleneck to making Real-World Assets (RWAs) compliant, and that recent shifts in U.S. regulatory posture are opening a realistic path for fully regulated tokenization. RWA models that satisfy securities requirements now turn on custody-and-contract architectures that clearly confer beneficial ownership and on resolving jurisdictional and yield-generation frictions that have historically constrained institutional participation.
Custody-driven architectures that confer real beneficial ownership
Ebersole describes an approach that mirrors traditional depository-receipt structures by pairing a regulated clearing broker with tokenized contractual claims. In this model, a supervised clearing broker acquires and holds the underlying asset in custody while a token is minted to represent contractual rights to that asset, including dividends and voting rights. The design seeks to ensure that token holders enjoy beneficial ownership in the legal sense, meaning they have a recognized claim to the economic and governance rights of the underlying, rather than holding a synthetic instrument that merely tracks price movements.
Regulatory fragmentation remains a binding constraint because compliance achieved in one jurisdiction does not automatically translate into legality in other markets. Securities, licensing, disclosure and distribution rules differ materially across the U.S., the EU and Asian regimes, forcing providers either to issue region-specific structures or to restrict distribution. This geographic patchwork raises operational complexity for institutions and treasuries seeking scalable, cross-border RWA products, and it underscores the need for jurisdiction-aware design rather than assuming a single global structure will suffice.
A central supervisory fault line is how RWA token yields are generated and whether those returns are passive or tied to active participation. Regulators draw a clear distinction between yield produced by verifiable activity—such as providing services or validating transactions—and passive returns that accrue solely from holding a token. Ebersole notes that passive, inherent yield often triggers securities classification under existing tests, pulling products into registration, disclosure and ongoing compliance obligations. Product and legal teams must therefore shape token economics and contractual rights either to separate compensatory activity from mere holding or to fully embrace the securities treatment that follows.
Ebersole ultimately characterizes the current environment as one where compliant RWA products can move from concept to production if custody, contracts and token economics are built around established securities paradigms rather than against them. The practical message is that successful issuance will depend less on novel blockchain engineering and more on aligning distribution channels, custody frameworks and yield mechanics with jurisdiction-specific securities rules. Market participants and institutional issuers should watch for pilot structures that pair regulated custodians with on-chain contractual tokens, alongside formal guidance or rulemaking that clarifies how passive yield and cross-border distribution will be treated in key markets.
