Binance Says Latest Development Is A Positive Step After US Judge Struck Serious Blow to SEC Chair Gensler’s Regulation-by-Enforcement Approach

On Friday, June 28, 2024, Judge Amy Berman Jackson of the U.S. District Court for the District of Columbia appeared to have struck a major blow to the US Securities and Exchange Commission (SEC) Chair Gary Gensler’s “regulation-by-enforcement” campaign being carried out against secondary crypto-asset market exchanges.

In the SEC v. Binance, an SEC enforcement action aiming to apply federal securities regulations on a range of transactions involving foreign ( and local ( crypto trading platforms, Judge Jackson has partially granted the Binance defendants’ motions in order to dismiss the SEC’s complaint.

Among other matters/issues, Judge Jackson’s decision seems to have reaffirmed that crypto assets themselves are not considered or qualify as securities – which would be subject to SEC oversight, rejected the SEC’s allegations that crypto tokens “embody” investment contract securities, and dismissed the agency’s claims relating to secondary market sales of crypto tokens and certain other digital asset products and services.

Judge Jackson’s lengthy Memorandum Opinion and Order disposing of the motions, one of the most insightful and extensive judicial take yet to cover a set of regulatory matters affecting the crypto and blockchain space, could potentially have long-term consequences for all crypto-assets market participants.

Notably, the Order seems to cast doubt on the SEC’s authority/remit to regulate secondary spot market transactions carried out via virtual currency exchange platforms.

The team at Binance has also commented on this development.

In a “blow” to the SEC’s continued efforts to “regulate through enforcement,” the United States District Court for the District of Columbia issued an opinion “dismantling several core pillars of the SEC’s misguided crypto enforcement campaign.”

The team at Binance also noted in a blog post that the court’s decision “to dismiss several of the SEC’s claims against Binance, the largest cryptocurrency exchange in the world by volume, marks an important moment in the ongoing battle between regulatory bodies and the rapidly evolving crypto market.”

As stated in the update from Binance, here are the critical findings by the court:

The Meaning of “Investment Contract”

The court’s opinion dismissed “several of the SEC’s core arguments.”

At the heart of the ruling was the “rejection of the SEC’s broad assertion that crypto tokens themselves are investment contracts subject to SEC oversight.”

This stance, a cornerstone of the SEC’s efforts “to regulate the crypto market through enforcement, was deemed legally untenable.”

The court found that the SEC’s approach “muddied the issues and ignored controlling United States Supreme Court precedent.”

Binance also mentioned that the court “emphasized that the focus should be on whether the circumstances surrounding each transaction renders it a securities transaction.”

The focus should not “be on the tokens themselves, which are not securities.”

BNB Sales On Secondary Crypto Exchanges

Another significant aspect of the ruling was “the dismissal of the claim that secondary market sales of BNB tokens on crypto exchanges classify as securities transactions.”

According to Binance, this decision is “significant as it recognizes limitations on the SEC’s ability to conduct its rampant enforcement actions against the crypto industry, especially the exchanges, for their role in facilitating secondary trading.”

The court held that the SEC “failed to plead that purchasers in secondary market sales acquired BNB with an expectation of profits, rather than for other uses, which is a key criteria for passing the Howey Test (a legal framework outlined by the Supreme Court to determine whether a transaction qualifies as an investment contract).”

BUSD Stablecoin

The court dismissed the SEC’s claim “that Binance’s fiat-backed stablecoin, BUSD, is sold as an investment contract.”

Binance added that the court said that BUSD “was marketed as a stablecoin, with no facts suggesting that investors expected it to increase in value due to Binance’s efforts. The court also noted that another stablecoin had been deemed not a security by the United States Department of Justice.”

The court recognized the need for consistency “in dealing with these assets and noted that it might be much more difficult to pass the Howey Test when it comes to transactions involving stablecoins.”

In Binance’s view, the fact that “different U.S. agencies are taking inconsistent approaches to stablecoins creates deep market uncertainty and highlights a significant rule of law failure.”

SEC’s Remaining Claims

While this ruling is a significant victory for Binance and “the broader crypto industry, some challenges remain.”

The court allowed some of the SEC’s claims “to proceed, such as the SEC’s claim that direct sales of BNB are securities transactions because the court must assume that the allegations are true at this stage of the proceedings.”

However, the burden of proof is “on the SEC to demonstrate, among other things, that customers purchased these tokens as investments rather than for other uses.”

This decision is more than “just a legal win for Binance; it recognizes there are critical limits on the SEC’s regulatory authority over the crypto industry.”

The court appropriately criticized the SEC’s decision to litigate the billion-dollar industry through a “case by case, coin by coin, court after court” approach, which creates inconsistent results and ambiguity.

Binance concluded:

“This decision is a positive step towards safeguarding the integrity of the crypto market and calls for fair and consistent regulation so as not to stifle growth and innovation. As this case proceeds, Binance remains steadfast in its commitment to defend against the SEC’s overzealous and ill-conceived attempts to regulate nearly the entire cryptocurrency market.”

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