Why Is World Liberty’s Token Structure Under Scrutiny?

World Liberty Financial, the DeFi and stablecoin project tied to the Trump family, is facing renewed legal scrutiny after Duke University lecturing fellow Lee Reiners argued that its WLFI token may qualify as an unregistered security under the Securities and Exchange Commission’s latest crypto guidance.

Reiners, a former Federal Reserve Bank of New York examiner, said WLFI does not fit the SEC’s definition of a decentralized digital commodity despite the project’s claims that the token functions solely as a governance asset.

“WLFI is not a decentralized commodity. It is a Trump-branded governance token sold to finance a centrally controlled crypto business. If the SEC’s interpretation means anything, it should apply here,” Reiners wrote.

Launched in October 2024, WLFI was promoted as a governance token tied to the World Liberty lending protocol. The project stated that the token did not grant holders equity, dividends, or direct claims on profits.

However, Reiners argued that the public sale of roughly 25 billion WLFI tokens likely created an expectation of profit among buyers, particularly because the token was marketed before the protocol itself was operational and heavily associated with the Trump brand.

How Does the SEC’s Token Guidance Apply?

The debate centers on the SEC’s evolving interpretation of how crypto assets are classified under securities law. Reiners pointed to the agency’s recent token taxonomy, which places weight on issuer marketing, public communications, and promises of future development when determining whether investors were led to expect profits.

According to Reiners, World Liberty’s public messaging may satisfy key elements of the Howey Test, the legal framework used to determine whether an asset qualifies as a security in the United States.

“The SEC’s interpretation specifically emphasizes that issuer marketing matters; that white papers and official communications matter; and that promises to develop a crypto system, achieve functionality, build network effects, or support a project can create a reasonable expectation of profit,” he wrote.

The issue is politically sensitive because the SEC is now led by Chairman Paul Atkins, who was nominated by President Donald Trump.

Investor Takeaway

Governance tokens marketed before a protocol becomes functional remain vulnerable to securities-law challenges, especially when branding, fundraising, and centralized control are closely tied together.

Why Are Decentralization Claims Being Challenged?

Reiners also questioned whether World Liberty operates as a genuinely decentralized project. He cited a lending arrangement involving the Dolomite protocol, where 5 billion WLFI tokens were reportedly used as collateral to borrow $75 million worth of stablecoins.

Some of the borrowed assets included USD1, the stablecoin issued by World Liberty itself. Dolomite co-founder Corey Caplan also serves as an adviser to the project, raising additional questions around governance independence and potential conflicts of interest.

The decentralization debate intensified after Justin Sun filed a lawsuit alleging that World Liberty froze his tokens and blocked his governance rights despite his early support for the project.

“Sun’s allegations, if true, reveal that World Liberty retained sweeping unilateral control over $WLFI. They also raise an obvious question: Is $WLFI an unregistered security?” Reiners wrote.

The controversy expanded further after World Liberty proposed unlocking billions of presale tokens over a four-year period. Some investors argued that governance decisions were effectively controlled by insiders and that ordinary token holders had limited influence.

Investor Takeaway

Claims of decentralization weaken when token freezes, governance restrictions, or insider-linked transactions suggest concentrated operational control. Governance structure remains a core regulatory risk area for crypto projects.

What Political and Regulatory Risks Surround the Project?

The case adds to growing political scrutiny surrounding the Trump family’s involvement in crypto ventures. Members of Congress have repeatedly raised ethics concerns tied to World Liberty’s ownership structure and financial arrangements.

DT Marks DEFI LLC, a Trump-affiliated entity, is believed to control about 38% of the project following a reported $500 million deal involving a UAE-linked entity tied to Sheikh Tahnoon bin Zayed Al Nahyan. According to World Liberty’s website, DT Marks DEFI LLC is entitled to 75% of net proceeds from WLFI token sales.

Separately, Abu Dhabi-based investment firm MGX used World Liberty’s USD1 stablecoin in connection with a $2 billion investment into Binance. The transaction occurred before President Trump pardoned former Binance CEO Changpeng Zhao, who previously pleaded guilty to federal financial violations.

“The SEC has the legal authority to investigate World Liberty,” Reiners wrote. “But do they have the integrity and independence to investigate a crypto venture in which the president and his family have a direct financial stake? Unfortunately, recent history suggests the answer is no.”