Coinbase and Brian Armstrong hit with new lawsuit over illegal securities

Coinbase, a major player in the cryptocurrency exchange market, and its CEO, Brian Armstrong, are now facing a class-action lawsuit. The lawsuit alleges that Coinbase, contrary to its denials, has been engaging in the sale of securities without the necessary registrations, thus breaching various state securities laws.

For over a decade, Coinbase has positioned itself at the edge of legality within the murky waters of the cryptocurrency industry. The foundation of its operations is now under scrutiny, accused of being a mix of deceit and hope.

Essentially, the company operated on the notion that while it might eventually be caught for selling unregistered securities, it would simply deal with the consequences later rather than proactively seeking the necessary permissions.

Regulatory Missteps and Allegations

According to legal documents, Coinbase has openly admitted in its user agreements that it functions as a “Securities Broker.” It explicitly states that the crypto assets it deals in, including SOL, MATIC, NEAR, MANA, ALGO, UNI, XTZ, and XLM, are classified as “financial assets.” This classification aligns these assets with investment contracts or other forms of securities as defined under California Commercial Code Section 8102.

Despite such admissions, Coinbase did not register itself, its employees, or the digital asset securities it marketed. This omission came into sharper focus when Coinbase registered as a public entity with the U.S. Securities and Exchange Commission (SEC). In doing so, it acknowledged its dealings in securities but failed to comply with the registration requirements for the same.

The consequences of these actions are now being felt as plaintiffs in the lawsuit, consisting of several California residents like Gerardo Aceves from Yuba City and Thomas Fan from San Ramon, and others from across the nation, seek statutory damages. They allege investment losses due to Coinbase’s actions, underscoring the broader implications of Coinbase’s alleged regulatory non-compliance.

Details of the Class and Implications for Coinbase

The lawsuit pulls together a diverse class of plaintiffs from various parts of the United States, each of whom engaged with Coinbase’s digital investment platforms and purportedly suffered financial harm as a result of the company’s alleged disregard for securities laws.

Defendants in the case include not only Coinbase Global, Inc. and its subsidiary Coinbase, Inc., but also Coinbase Asset Management, LLC, and CEO Brian Armstrong. These entities and individuals are accused of systematically failing to register the sale of digital asset securities and those selling them, an oversight that contravenes federal and state securities laws.

Coinbase’s early recognition of the potential securities classification of digital assets and its strategic decisions thereafter form a major part of the allegations. Documents suggest that Coinbase had developed a Securities Law Framework to evaluate and manage the risks associated with the sale of digital tokens under U.S. federal securities laws.

However, this framework was apparently not sufficient or was disregarded when it came to compliance with legal standards, as the digital assets continued to be offered without the necessary registrations.

California’s Role and Jurisdiction

The lawsuit highlights California’s substantial role in the matter, noting that the state’s laws are applicable to the case due to Coinbase’s large presence and business operations within the state. This ties back to California’s vested interest in regulating companies that engage in business within its borders, particularly when such activities may impact its residents and the integrity of its market.

With the headquarters of Coinbase in California, and massive business transactions occurring there, the application of California law is deemed appropriate and constitutionally sound. This legal stance is expected to influence the proceedings significantly as the case unfolds, emphasizing the state’s capacity to enforce its securities laws against entities operating within its jurisdiction.