Coinbase, one of the leading cryptocurrency exchanges, has achieved a significant victory in an ongoing lawsuit. The U.S. Court of Appeals for the Second Circuit has ruled in favor of Coinbase, confirming that the secondary sales of cryptocurrencies on its platform do not violate the Securities Exchange Act.
The court’s decision affects a nationwide group of people who traded tokens on Coinbase from Oct. 8, 2019, to March 11, 2022. At the heart of the dispute was whether Coinbase’s traded cryptocurrencies met the criteria for securities.
The plaintiffs lodged federal claims under Sections 5, 12(a)(1), and 15 of the Securities Act of 1933, alongside Sections 5, 15(a)(1), 20(a), and 29(b) of the Securities Exchange Act of 1934. They also presented state law claims related to securities legislation in California, Florida, and New Jersey, representing a nationwide class of individuals.
Summary order by US Court of Appeals Second Circuit Source: CTF Assets
The plaintiffs contended that Coinbase’s actions amounted to offering and selling unregistered securities. Furthermore, they accused it of violating various provisions of securities laws.
However, Coinbase contended that secondary crypto-asset sales didn’t meet securities transaction criteria, disputing the relevance of securities regulations. The Court of Appeals examined various aspects, ultimately overturning some of the lower court’s decisions while upholding others.
The court determined Coinbase’s potential liability under Section 12(a)(1) of the Securities Act for vending unregistered securities. Yet, it rejected the plaintiffs’ Securities Exchange Act claims, citing insufficient proof of transaction-specific contracts needed for rescission under Section 29.
Related: Coinbase secures restricted dealer license in Canada
The court’s decision hinged significantly on interpreting Coinbase’s user agreements, which evolved over time. Varying language across versions complicated title and privity issues critical to the case. Clarity on the applicable user agreement version was emphasized, with discrepancies hindering a definitive resolution.
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