Judge dismisses SEC charges against Binance and CZ

Amy Berman Jackson, a U.S. District Judge in the District of Columbia, has dismissed several charges brought by the Securities and Exchange Commission (SEC) against Binance Holdings Limited and its founder, Changpeng Zhao (CZ).

The charges dismissed relate to secondary market sales of BNB and the Simple Earn program. However, other charges, including those related to Binance’s initial token offering and ongoing sales, will proceed.

The SEC’s complaint alleges that Binance, CZ, and their affiliates violated the Securities Act of 1933 and the Securities Exchange Act of 1934.

They allegedly offered and sold crypto assets without a registration statement, operated trading platforms without proper registration, and made false statements to investors.

The SEC’s charges cover various aspects of Binance’s operations, including BNB sales, BNB Vault, staking services, and more.

The SEC’s allegations

The SEC’s lawsuit, filed on June 6, 2023, claims thirteen violations of federal securities laws. The core of the SEC’s case is that Binance and its affiliates engaged in unregistered offers and sales of securities. Key allegations include:

• Binance offered and sold BNB without a registration statement.
• Binance offered and sold BUSD without a registration statement.
• Binance’s Simple Earn and BNB Vault programs were sold without registration statements.
• BAM Trading’s Staking Program was sold without a registration statement.
• Binance operated Binance.com without registering as an exchange.
• Binance operated Binance.com without registering as a broker-dealer.
• Binance operated Binance.com without registering as a clearing agency.
• Binance and BAM Trading operated Binance.US without registering as an exchange.
• BAM Trading operated Binance.US without registering as a broker.
• Binance and BAM Trading operated Binance.US without registering as a clearing agency.
• CZ violated securities laws as a control person over Binance regarding Binance.com.
• CZ violated securities laws as a control person over Binance and BAM Trading regarding Binance.US.
• BAM Management and BAM Trading made materially false and misleading statements to investors, engaging in fraud.

In response, BAM Trading and BAM Management filed a motion to dismiss, followed by Binance and CZ. The court’s decision to dismiss some charges but allow others to proceed is based on a detailed analysis of the legal standards for securities fraud and registration violations.

Legal arguments and court’s analysis

The court’s dismissal of certain charges hinges on several legal principles. To dismiss a claim under Federal Rule of Civil Procedure 12(b)(6), a complaint must contain enough factual matter to state a claim that is plausible on its face.

In this case, the court found that some of the SEC’s allegations lacked sufficient detail to meet this standard, particularly those related to secondary market sales of BNB and the Simple Earn program.

The court also evaluated the SEC’s claims under Rule 9(b), which requires fraud allegations to be stated with particularity.

This rule is stricter than the general pleading standard, requiring specific details about the time, place, and content of false representations. The court found that the SEC did not meet this heightened standard for some of its claims.

Despite the dismissals, the court found that other parts of the SEC’s complaint, particularly those related to the initial offering and ongoing sales of BNB and other programs, had enough substance to move forward.

These allegations involve legal questions about whether Binance’s activities constitute the sale of unregistered securities.

Jai Hamid