SEC sues Coinbase, alleging securities law violations

The SEC on Tuesday sued Coinbase, the largest cryptocurrency trading platform in the U.S., setting up a head-on battle that could shape the future of the $1 trillion digital asset market.

Less than 24 hours after filing more than a dozen charges against Binance, the world’s largest crypto exchange, the SEC alleged that Coinbase has made billions of dollars while illegally running a national securities exchange, broker and clearing agency, among other charges. The lawsuit was filed in the U.S. District Court for the Southern District of New York.

"You simply can't ignore the rules because you don't like them or because you'd prefer different ones," SEC Enforcement Director Gurbir Grewal said in a statement. "The consequences for the investing public are far too great."

SEC Chair Gary Gensler’s move against Binance and Coinbase is the latest in a string of enforcement actions that the agency has leveled against crypto companies since FTX imploded seven months ago, a crackdown that has rattled investors and sent some executives looking overseas for new business. But the long-awaited lawsuit against Coinbase is expected to be the biggest brawl yet over the loosely regulated U.S. crypto industry.

If successful, the SEC stands to have the sweeping authority it has claimed over crypto — and that the courts have, so far, upheld — reaffirmed in a headline-grabbing case. But Coinbase has made clear that it will fight the SEC’s lawsuit all the way to the Supreme Court if need be, as the Wall Street regulator’s case could pose an existential threat to the company’s business.

Coinbase Chief Legal Officer Paul Grewal criticized the SEC for focusing entirely on enforcement in dealing with crypto and called for “legislation that allows fair rules for the road.” He said Coinbase plans to continue to operate its business as usual.

“The SEC’s reliance on an enforcement-only approach in the absence of clear rules for the digital asset industry is hurting America’s economic competitiveness and companies like Coinbase that have demonstrated commitment to compliance,” Grewal said in a statement.

The crypto industry is clamoring for lawmakers on Capitol Hill to push through legislation that could water down the SEC’s power in the crypto market. Grewal is expected to testify in front of the House Agriculture Committee on Tuesday to discuss GOP lawmakers’ recently proposed crypto bill.

Coinbase, now more than a decade old, has long positioned itself as the rare crypto company that embraces regulation. The company has acquired a smattering of state and federal licenses over the years that helped fuel its growth, while following what it calls a “robust listing process” to determine what tokens would run afoul of U.S. securities laws.

But the SEC called the company’s claims of wanting to follow U.S. law “lip service.”

The failure of crypto exchanges to comply with U.S. securities laws “undermines our overall capital markets,” Gensler said in an appearance on CNBC shortly after the Coinbase charges were filed.

“One sector is kind of running around like the Wild West — ‘catch us if you can’ — and that undermines trust in the $100 trillion dollar capital markets,” he said.

The public would be “aghast” if financial institutions like the New York Stock Exchange also ran hedge funds that traded against investors on its platform, he said.

The SEC named 13 total crypto assets trading on and offered by Coinbase that it believes should be treated as stocks and bonds but remain unregistered. The agency also said Coinbase should have registered its staking program, a service that allowed investors to earn returns by staking their crypto tokens.

Gensler, an aggressive regulator who led the Commodity Futures Trading Commission during the Obama administration, also ripped into the utility of most crypto assets.

“We don't need more digital currency. We already have digital currency. It's called the U.S. dollar. It's called the euro. It's called the yen. They're all digital right now. We already have digital investments,” he said.

“So what is the real underlying value of these tokens?” he said. “That's why you need fair and truthful disclosures.”