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News/SEC Files Lawsuit Against Coinbase: Allegations and Implications

SEC Files Lawsuit Against Coinbase: Allegations and Implications

Jun 6 2023

last year3 minutes read

SEC Files Lawsuit Against Coinbase for Offering Unregistered Securities

Written by Van

The U.S. Securities and Exchange Commission (SEC) has filed a lawsuit against Coinbase, a prominent New York-based cryptocurrency exchange. The allegations revolve around Coinbase operating as an unregistered broker and offering unregistered securities. This lawsuit marks another significant development in the ongoing scrutiny of the crypto industry by regulatory authorities. Let's dive deeper into the details and explore the potential implications.

Allegations against Coinbase

  • Unregistered broker

According to the SEC, Coinbase has never registered as a broker, national securities exchange, or clearing agency. This non-compliance with regulatory requirements forms the basis of the allegations against the exchange.

  • Unregistered securities

The SEC claims that several tokens offered on Coinbase's platform qualify as securities, including: 

This classification potentially exposes Coinbase to legal consequences for offering these tokens without proper registration.

  • Staking program as a security

The SEC argues that Coinbase's staking program, which involves five stackable crypto assets, constitutes an investment contract and thus falls under the definition of a security. This is a significant contention, as Coinbase had previously argued that its staking products should not be classified as securities.

  • Coinciding lawsuits

The SEC's lawsuit against Coinbase comes shortly after it sued Binance, another major cryptocurrency exchange, for violating securities law and commingling customer funds. These parallel lawsuits indicate an intensified regulatory focus on the crypto industry as authorities seek to establish clearer guidelines.

Tokens and Platforms in the Lawsuit

To succeed in its suits, the SEC needs to prove that just one token on each platform is an unregistered security. The regulatory agency has filed legal action against Coinbase for operating as an unregistered broker, exchange, and clearing house since 2019. The SEC alleges that Coinbase's Prime and Wallet services breached securities laws, and it claims that the Staking Program deprived investors of material information.

Coinbase's Legal Challenges

Coinbase received an SEC Wells Notice in March, signaling the agency's intent to pursue legal action against the exchange. Despite this, Coinbase recently launched an international exchange catering to non-U.S. institutional clients. These developments further intensify the legal scrutiny surrounding the company.

Coinbase's chief legal officer, Paul Grewal, revealed that the company had engaged in discussions with the SEC for months on how to register with the agency. However, these discussions resulted in Coinbase being dismissed without receiving a response. 

It was only after failed talks that the SEC charged Coinbase for operating without registration as an exchange, broker, or clearing agency. In addition to the SEC charges, Coinbase faced actions from state regulators in Alabama, California, Illinois, Kentucky, Maryland, New Jersey, South Carolina, Vermont, Washington, and Wisconsin.

Implications and Market Reaction

  • Uncertainty and market volatility 

The SEC's legal action against Coinbase may introduce a period of uncertainty and potential market volatility within the crypto industry. Investors and traders are likely to closely monitor the developments and adjust their strategies accordingly. BTC, in response, has slightly dropped to $25,500. There was not a big drop in price as the market suffered a sharp decline yesterday, when the SEC sued Binance, and has not yet recovered.

Source: TradingView
  • Regulatory impact

The outcome of this lawsuit will significantly impact the regulatory landscape for cryptocurrencies. It could set a precedent for how exchanges operate and offer digital assets, potentially leading to stricter regulations and compliance requirements across the industry.

  • Industry-wide consequences

The lawsuit against Coinbase has broader implications for other crypto exchanges and platforms. It serves as a stark reminder that compliance with securities laws is of paramount importance, and non-compliant entities may face legal consequences.

SEC Chair's Confidence and Emphasis on Disclosure

SEC Chair Gary Gensler has expressed his confidence in the enforcement cases against both Coinbase and Binance. He emphasizes the importance of proper disclosure by service providers to protect investors. Gensler believes that without such disclosure, investors are left chasing after something in an industry filled with hype, hucksters, and fraudsters. His remarks underscore the SEC's commitment to ensuring transparency and accountability within the crypto industry.

Gensler's Views on Digital Currency and Compliance

SEC Chief Gensler made it clear that the U.S. does not need more digital currency. Instead, he emphasizes the need for intermediaries in the crypto industry to come into compliance with securities laws. 

Gensler denies claims that his approach is confusing the legal position around cryptocurrencies. He draws parallels between the cases against Binance CEO Changpeng "CZ" Zhao and FTX founder Sam Bankman-Fried, highlighting the SEC's determination to enforce compliance across the industry.

Reactions and Industry Perspectives

The recent lawsuits against both Coinbase and Binance have sent shockwaves through the cryptocurrency community. Binance's CEO responded to the SEC's suit against Coinbase on Twitter, suggesting potential faults on SEC's part. 

SEC Commissioner Gensler reiterated the agency's legal opinion regarding Binance on Twitter. Meanwhile, industry figures like Jack Dorsey, CEO of Block, expressed support for the cryptocurrency industry after the SEC's lawsuit against Binance. Others, such as Dan Raju, CEO of fintech company Tradier, believe that clearer regulation by the SEC is overdue and will create long-term confidence in the crypto market.

Calls for Clarity and Defense by Coinbase

Prior to the SEC's actions, Coinbase's chief legal officer called for clearer rules and regulations around digital assets. Coinbase plans to vigorously defend itself against the SEC's allegations. The company reduced its net loss in the first quarter, but it expects legal expenses to increase in the second quarter.

Updated: User Withdrawals and Impact on Coinbase

Coinbase, the American cryptocurrency exchange, witnessed a surge in user withdrawals following the news of the SEC lawsuits. According to blockchain data from Nansen, Coinbase experienced net outflows of at least $600 million. However, after 24 hours, the net outflows were reduced to $105.3 million. The significant withdrawals are a direct response to the legal actions taken by the SEC against Coinbase and Binance.

Source: Nansen

Coinbase's Response and Legal Battle

Coinbase CEO Brian Armstrong expressed criticism of the SEC's "regulation by enforcement approach" on Twitter. He stated that the company is willing to seek clarity through the courts and plans to take the legal battle to the Supreme Court. Coinbase filed a challenge requesting the court to force the SEC to respond to its petition for formal rulemaking in the digital assets sector. 

The United States Court of Appeals for the Third Circuit has instructed the SEC to clarify its position on Coinbase's rulemaking petition. Coinbase's Chief Legal Officer, Paul Grewal, emphasized the importance of rules coming before enforcement actions and criticized the SEC's litigation against Coinbase, suggesting a denial of their petition for rulemaking.

Reactions from Senators and Treasury Secretary

Senator Cynthia Lummis criticized the SEC's regulation by enforcement approach and called for a favorable regulatory environment for digital asset exchanges. She co-authored the Lummis-Gillibrand Responsible Financial Innovation Act, which aims to provide regulatory clarity in the crypto industry. 

On the other hand, Senator Bill Hagerty warned that the SEC was weaponizing its role to kill the industry. He criticized the Commission's refusal to allow Coinbase to register, despite approving its public listing. 

U.S. Treasury Secretary Janet Yellen echoed the need for additional regulation in the crypto industry. She emphasized the risks associated with crypto and expressed a desire to work with Congress to pass more comprehensive regulations. Yellen supports the use of existing tools by regulatory agencies to protect investors, aligning with her previous remarks after the collapse of FTX and her focus on enforcing existing rules.

Market Impact and Investor Support

Coinbase's stock price fell as much as 21% and closed down 12% following the SEC lawsuit. At the time of writing, it has recovered with a daily increase of +3.43%, pushing the price back to $53.4.

Source: Yahoo

Despite the legal challenges, Cathie Wood's Ark Invest purchased additional Coinbase shares worth $21 million. Ark Innovation ETF acquired 329,773 shares, Ark Next Generation Internet ETF bought 53,885 shares, and Ark Fintech Innovation ETF purchased 35,666 shares. 

These purchases occurred on the same day Coinbase was sued by the SEC, resulting in a sharp decline in the company's stock price. Ark Invest now holds nearly $650 million worth of Coinbase stock across its funds, making it one of their top five stock holdings.

Updated: Coinbase's Commitment to Staking Services

Coinbase CEO Brian Armstrong has confirmed that the exchange's staking services will not be shut down despite the ongoing SEC lawsuit. The SEC initiated enforcement action against Coinbase over its staking program and alleged security tokens. 

However, Armstrong reassures users that the lawsuit will have no impact on Coinbase's operations. The staking program contributes 3% to the company's net revenue, indicating its importance to Coinbase's business model.

Armstrong affirms that Coinbase's staking product is designed to be compliant with applicable regulations. The company has no plans to delist tokens named in the SEC's complaint, according to Chief Legal Officer Paul Grewal. 

Coinbase is reviewing new facts and information to ensure the accuracy of its previous analysis of the tokens in question. Despite the legal proceedings, Coinbase CEO Brian Armstrong reiterates the company's commitment to providing staking services, including cbETH.

Increase in Redemptions of Coinbase's Staked Ether (cbETH)

On-chain data reveals a surge in redemptions of Coinbase's staked ether token (cbETH) following the SEC's lawsuit. Since the lawsuit's revelation on June 6, approximately 39,550 cbETH tokens worth $75 million have been burned for redemption. 

During the same period, around 9,600 cbETH tokens were minted, resulting in a net outflow of approximately 29,900 cbETH ($56.8 million). Notably, June 6 witnessed one of the largest single-day cbETH redemptions since the Shapella upgrade, with 27,280 cbETH tokens redeemed.

Source: @Marcov/ Dune

Coinbase Remains a Major Entity in Staked Ether

Despite the increase in redemptions, Coinbase retains its position as the second-largest entity in terms of staked ether. The exchange currently has 2.3 million ether ($4.2 billion) staked on behalf of its customers. This reaffirms Coinbase's significance in the staking ecosystem and highlights the continued trust users place in the exchange's services.

Source: DefiLlama

Moody's Downgrades Coinbase's Rating Amid SEC Lawsuit

Moody's, the credit rating agency, has downgraded Coinbase's rating from "stable" to "negative" in response to the SEC's legal action against the cryptocurrency exchange. Moody's expresses concerns about the potential impact of the SEC's charges on Coinbase's day-to-day operations and its overall business model. The downgrade reflects the heightened uncertainties surrounding the regulatory challenges faced by the exchange.

Berenberg Reduces Price Target for COIN Shares, Maintains "Hold" Rating

Berenberg Capital, a financial services firm, has maintained a "hold" rating for Coinbase but reduced its price target for COIN shares. The firm now sets the price target at $39, down from $55. Berenberg anticipates that Coinbase's weak Q2 trading volumes will persist and worsen due to the SEC's charges. 

Consequently, some investors may reduce their exposure to the platform, leading to potential selling pressure on COIN shares. Berenberg analyst Mark Palmer characterizes Coinbase shares as "uninvestable" in the near term.

Coinbase Shares Experience Decline, CEO Armstrong Sells Shares

Coinbase shares have fallen 15.7% since the beginning of the week and are currently trading at $54.90 per share. In a notable move, Coinbase CEO Brian Armstrong sold nearly 30,000 shares of his company, amounting to over $1.7 million, just two days prior to the SEC initiating enforcement action. The timing of Armstrong's sale has raised eyebrows, prompting speculation and discussions regarding the motivations behind the stock sale.

Pre-Planned Stock Sale Explanation

Fox journalist Eleanor Terrett contends that the shares sold by Armstrong were part of a pre-planned stock sale initiated back in August 2022. Terrett took to Twitter to explain that the transactions were not directly related to the SEC lawsuit or any non-public information. The pre-planned nature of the sale suggests that it was executed as part of a predetermined schedule rather than in response to recent events.

Previous Stock Sales by Coinbase Executives

It is worth noting that last month, several Coinbase executives, including CEO Brian Armstrong, sold over $2.6 million worth of shares in a single day. This occurred before the alleged stock dumping emerged and has attracted attention in light of the recent SEC lawsuit. The correlation between executive stock sales and significant events involving Coinbase continues to be closely monitored.

FAQ about the SEC's Lawsuit Against Coinbase

Q: Can you provide more details about the specific tokens alleged to be securities?

A: The tokens mentioned in the lawsuit, such as SOL, ADA, MATIC, FIL, SAND, AXS, CHZ, FLOW, ICP, NEAR, VGX, DASH, and NEXO, are claimed by the SEC to meet the criteria for being classified as securities. This implies that their trading and offering should have adhered to securities regulations.

Q: How does the SEC determine if a crypto asset is a security?

A: The SEC follows the "Howey test" to determine whether a crypto asset qualifies as a security. The test analyzes factors such as the investment of money, a common enterprise, the expectation of profits, and reliance on the efforts of others. If these elements are present, the asset is likely to be classified as a security.

Q: What are the potential consequences for Coinbase if the allegations are proven true?

A: If the allegations against Coinbase are proven true, the exchange may face penalties, fines, and legal consequences for operating as an unregistered broker and offering unregistered securities. The precise repercussions will be determined by the court.

Q: How might this lawsuit impact the broader cryptocurrency industry?

A: The lawsuit against Coinbase could have a ripple effect on the entire crypto industry. It may lead to increased scrutiny and regulation, requiring exchanges and platforms to adapt their practices to comply with securities laws. Market participants will closely observe these developments, and regulatory authorities may gain more control over the sector.

Q: Is there a possibility of a settlement between Coinbase and the SEC?

A: While it is too early to predict the outcome, settlements between regulatory authorities and entities accused of violations are not uncommon. Coinbase may choose to negotiate with the SEC and work towards a resolution that satisfies both parties, potentially avoiding a protracted legal battle.


As this situation unfolds, it is crucial to closely monitor developments and legal proceedings to gain a clearer understanding of the implications for Coinbase, the wider crypto industry, and regulatory frameworks. 

This article has been refined and enhanced by ChatGPT.

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