Managed Stablecoins as Securities: What Went Wrong

The Managed Stablecoins Are Securities Act Explained

In 2019, U.S. lawmakers introduced the “Managed Stablecoins Are Securities Act,” a proposal aimed at bringing certain stablecoins explicitly under federal securities laws. The bill sought to amend the definition of a security to include so-called “managed stablecoins,” categorizing them as investment contracts under the Securities Act of 1933.

While the legislation did not advance, it remains a useful reference point for understanding the regulatory tension between stablecoin innovation and investor protection.

What Lawmakers Were Trying to Address

The proposal emerged amid growing concern over large technology firms and financial platforms experimenting with stablecoin issuance. Regulators feared that some issuers could actively manage reserves, alter backing mechanisms, or profit from yield strategies while marketing their tokens as stable and low-risk.

From a regulatory perspective, these characteristics resemble traditional investment contracts, where purchasers rely on managerial efforts to maintain value.

The Problem With Blanket Classification

The bill’s primary flaw was its lack of precision. By broadly defining managed stablecoins as securities, it risked sweeping fundamentally different token models into a single regulatory category.

Stablecoins are not monolithic. Some involve active reserve management, discretionary asset allocation, or yield-generating strategies. Others are structured as simple redemption instruments backed by segregated reserves held in trust.

Applying securities law uniformly across these models would impose unnecessary compliance burdens on issuers that do not exhibit investment-contract characteristics.

Managed vs. Non-Managed Stablecoins

A more defensible regulatory approach focuses on issuer behavior rather than token mechanics. Stablecoins should only raise securities concerns when an issuer:

• Actively manages reserve composition to generate returns
• Exercises discretion that materially affects token value
• Markets the token based on expected profits

In contrast, stablecoins structured as redemption claims on segregated assets function more like digital representations of stored value than investment products.

Why Securities Law Is a Blunt Instrument

Securities regulation is designed to govern capital formation, profit expectation, and managerial reliance. Many stablecoins serve primarily as settlement instruments, liquidity tools, or units of account within digital markets.

Forcing all stablecoins onto securities exchanges would fragment liquidity, reduce utility, and undermine their core purpose as transactional instruments.

Regulatory Lessons Learned

Although the Managed Stablecoins Act did not become law, its introduction highlighted a recurring challenge in digital asset regulation: applying legacy legal frameworks without sufficient technical nuance.

Subsequent policy discussions have increasingly shifted toward activity-based regulation, reserve transparency requirements, and tailored oversight rather than broad asset-level classification.

The Long-Term Impact

Early proposals like this helped shape later regulatory debates by clarifying what does not work. Today’s stablecoin discussions increasingly differentiate between custodial risk, reserve management, systemic impact, and consumer protection—rather than defaulting to securities classification.

Understanding these early legislative missteps provides valuable context for evaluating current and future stablecoin policy.