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Coinbase wins dismissal of most customer lawsuit over token sales

Created at 30 Jul · 4:47 PM1 source↑ Market-relevant
IN SHORT

A U.S. judge dismissed most of a lawsuit accusing Coinbase of illegally selling unregistered securities, ruling that the exchange was not a statutory seller for the vast majority of transactions. Customers may still pursue claims related to inventory transactions.

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Key Numbers

99.97%trading volume dismissed
$178 millioninventory transaction sales
60tokens in lawsuit

Who's Involved

Coinbase
largest U.S. cryptocurrency exchange
Paul Engelmayer
U.S. District Judge in Manhattan
XRP
token claimed to be unregistered security
dogecoin
token claimed to be unregistered security
Digital Chamber
cryptocurrency trade group supporting Coinbase
U.S. Securities and Exchange Commission
agency that previously sued Coinbase
Coinbase wins dismissal of most customer lawsuit over token sales

↳ Why This Matters

This ruling significantly reduces Coinbase's legal exposure in a major customer lawsuit, impacting how cryptocurrency exchanges are regulated and potentially setting precedents for future cases involving unregistered securities.

Key facts

  • A judge dismissed most of a lawsuit accusing Coinbase of illegally selling unregistered securities.
  • The ruling applied to matched transactions, which accounted for 99.97% of trading volume.
  • Customers can still pursue claims related to inventory transactions, estimated at $178 million.
  • The judge found Coinbase was not a statutory seller for matched trades but was for inventory trades.
  • The lawsuit began in 2021 and involved claims over 60 tokens, including XRP and dogecoin.

Coinbase has largely won a lawsuit where customers accused the cryptocurrency exchange of illegally selling unregistered securities. U.S. District Judge Paul Engelmayer in Manhattan dismissed claims related to "matched" transactions, where Coinbase paired customer buy and sell orders, which represented an estimated 99.97% of trading volume, amounting to hundreds of billions of dollars.

The judge, however, allowed customers to proceed with claims concerning "inventory" transactions, where Coinbase fills orders using tokens it owns. These transactions accounted for the remaining trading volume, totaling at least $178 million. Engelmayer ruled that Coinbase was not a statutory seller for matched transactions because it did not pass ownership of tokens to buyers or solicit the trades. For inventory transactions, he found Coinbase acted as a dealer and underwriter, thus qualifying as a statutory seller.

The lawsuit, which began in 2021, saw other federal securities law claims dismissed in 2023. A cryptocurrency trade group, Digital Chamber, supported Coinbase, arguing that an expansive definition of statutory seller could hinder innovation. The U.S. Securities and Exchange Commission had also previously sued Coinbase over allegations of trading unregistered securities.

Frequently asked questions

Customers accused Coinbase of illegally selling unregistered securities without registering as an exchange or broker-dealer.

Claims based on "matched" transactions, where Coinbase paired customer orders, were dismissed.

These are transactions where Coinbase sells tokens from its own holdings, and claims related to these can still be pursued.

A statutory seller is defined under securities laws as an entity that passes ownership of securities and solicits transactions, which the judge found Coinbase did not do for matched trades but did for inventory trades.

What Happens Next

01Customers may pursue claims over inventory transactions.
02Coinbase and its lawyers may respond to the ruling.

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Cadence

How It Developed

Customers sued Coinbase over 60 tokens, claiming they were unregistered securities.
U.S. District Judge Paul Engelmayer dismissed claims based on matched transactions, which represented 99.97% of trading volume.
The judge allowed customers to pursue claims over inventory transactions, where Coinbase sells tokens it owns.
Engelmayer ruled Coinbase was not a statutory seller for matched transactions as it did not pass ownership or solicit trades.
Coinbase was deemed a statutory seller for inventory transactions as it passed title and acted as a dealer.
The lawsuit began in 2021, with some federal securities law claims dismissed in 2023.
A cryptocurrency trade group supported Coinbase, warning of stifled innovation.
The SEC had previously sued Coinbase over alleged unregistered securities trading.

Sources

T1
Coinbase beats much of customer lawsuit over US token salesReuters

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