#125 - Repost: Coinbase's Motion to Dismiss the SEC's Lawsuit

Law of Code

On August 4, 2023, Coinbase filed a brief in support of its motion to dismiss the SEC's lawsuit. This podcast provides an audio version of the brief, along with key takeaways and points made within it.

Show highlights:

[1:00] Preliminary Statement

[6:30] Background on the SEC's charges

[11:30] Coinbase's argument for dismissal

[13:00] Because the complaint alleges no contractual undertaking beyond the point of sale, no investment contract is pleaded

[22:00] The SEC misreads Howey in asserting that a scheme without a contractual undertaking will suffice

[29:00] Recent cases do not support the SEC's efforts to use scheme as an escape hatch from statutory text

[33:00] The SEC's effort to portray a simple asset sale as a security is an unprecedented stretch

[41:00] Any future value that token purchasers on Coinbase and through Prime may hope to reap is not in the profit, income or assets of the issuers business

[42:00] The Major Questions Doctrine compels rejection of the SEC's construction of investment contract

[49:00] Coinbase is entitled to judgment on the claim that it acts as an unregistered broker through Wallet

[50:00] Coinbase is entitled to judgment on the claim that its staking services constitute unregistered securities