Securities law, financial markets, DLT, blockchain, DLT network, distributed ledgers


For decades, changing technology and policy choices have worked to fragment securities markets, rendering them so dark that neither ownership nor real-time price of securities are generally visible to all parties multilaterally. The policies in the U.S. National Market System and the EU Market in Financial Instruments Directive— together with universal adoption of the indirect holding system— have pushed Western securities markets into a corner from which escape to full transparency has seemed either impossible or prohibitively expensive. Although the reader has a right to skepticism given the exaggerated promises surrounding blockchain in recent years, we demonstrate in this paper that distributed ledger technology (DLT) contains the potential to convert fragmented securities markets back to multilateral transparency.

Leading markets generally lack transparency in two ways that derive from their basic structure: (1) multiple platforms on which trades in the same security are matched have separate bid/ask queues and are not consolidated in real time (fragmented pricing), and (2) highspeed transfers of securities are enabled by placing ownership of the securities in financial institutions, thus preventing transparent ownership (depository or street name ownership). The distributed nature of DLT allows multiple copies of the same pricing queue to be held simultaneously by a large number of order-matching platforms, curing the problem of fragmented pricing. This same distributed nature of DLT would allow the issuers of securities to be nodes in a DLT network, returning control over securities ownership and transfer to those issuers and thus, restoring transparent ownership through direct holding with the issuer.

A serious objection to DLT is that its latency is very high—with each Bitcoin blockchain transaction taking up to ten minutes. To remedy this, we first propose a private network without cumbersome proof-of-work cryptography. Second, we introduce into our model the quickly evolving technology of “lightning networks,” which are advanced two-layer off-chain networks conducting high-speed transacting with only periodic memorialization in the permanent DLT network. Against the background of existing securities trading and settlement, this Article demonstrates that a DLT network could bring multilateral transparency and thus represent the next step in evolution for markets in their current configuration.



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