SEC Poised to Drop Coinbase Lawsuit, Marking Big Moment for U.S. Crypto

The U.S. Securities and Exchange Commission will vote soon on a deal negotiated with Coinbase to entirely drop the agency's legal pursuit of the crypto exchange, according to the company's top lawyer.

While the SEC has been making moves almost daily to reverse past positions on digital assets, the pending vote would mark a watershed moment that could start a series of legal dominoes to free other crypto businesses from enforcement actions. Because the deal between Coinbase and SEC staff assumes a dismissal of the case "with prejudice," said Coinbase Chief Legal Officer Paul Grewal, the regulator's accusations of securities violations would be shut down permanently.

"It's a great day for Coinbase, yes, but it's also a great day for crypto in America," Grewal said in an interview with CoinDesk. "We have every expectation, based on representations that have been made to us, that that approval will come, and with that, the dismissal will then be filed."

He restated it in simpler terms: "We win; they lose."

When the SEC first went after Coinbase — the most prominent of the U.S.-based crypto platforms — it represented a shot across the bow of the industry. The SEC alleged Coinbase violated federal law by not registering as a clearing house, broker or trading venue, based on the agency's view of the so-called Howey test that determines whether an asset is a security. The company chose to fight the accusations in federal court, and that legal clash had been fierce, most recently seeing a judge side with Coinbase's effort to elevate an appeal of the central question at dispute: Are these tokens being traded really securities under the SEC's jurisdiction?

The industry had long expected it might have to wait for the courts — eventually even the U.S. Supreme Court — to rule on former SEC Chair Gary Gensler's assertion that most tokens are actually crypto securities. But the surrender of the SEC in this dispute is likely to be echoed in other cases, which would put the final word on the legal definition into the hands of Congress.

So, the commission vote could throw the industry's major focus toward lobbying instead of legal wrangling.

The enforcement meetings for the SEC — currently made up of Acting Chairman Mark Uyeda, Republican Commissioner Hester Peirce and Democrat Commissioner Caroline Crenshaw — typically take place on Thursdays, so the final decision on the staff recommendation may be delayed as long as a week. Crenshaw has been a vocal skeptic of the digital assets industry and its compliance, so it remains unclear whether she'd be willing to sign off on the dismissal.

SEC allies

Uyeda and Peirce, who was named the head of the agency's new Crypto Task Force, had long been sympathetic to the digital assets industry's contention it was being mishandled by the SEC. Once Donald Trump was sworn in as president, he gave the agency's gavel to Uyeda on an interim basis, and Uyeda began making swift moves to shift its course on crypto. This is the latest and — assuming a yes vote — arguably the most significant of the changes so far.

Eventually, former Commission Paul Atkins will take over after he secures a Senate confirmation. But Uyeda and Peirce both served Atkins as counsels during his tenure at the SEC, so Atkins is generally expected to follow the same path on crypto that Uyeda is already clearing.

Earlier this week, the agency shifted its enforcement unit — once laser-focused on crypto — to a wider responsibility over "emerging technologies," suggesting a withdrawal from the era of heavy attention on crypto cases. It also dropped its appeal in the fight to defend its effort to force a wide swath of crypto activity into its recent rule to expand the definition of what makes a "dealer" under SEC oversight.

In another marquee crypto case, the regulator recently asked to hit pause on the Binance enforcement dispute. Those accusations of securities-law violations overlapped to some degree with the complaint against Coinbase, though the Binance suit also included accusations of fraud and conflicts of interest.

The SEC had similarly signaled last week that something was brewing with Coinbase when it asked for a delay in court proceedings, suggesting negotiations were underway toward a resolution and signaling the agency's new crypto task force would help the enforcement team come up with a "potential resolution."

The vote

In the coming days, lawyers across the industry will watch the SEC's Coinbase vote, and then the judge's response in the U.S. District Court for the Southern District of New York. If the SEC formally backs off the accusations Coinbase improperly listed unregistered securities, it'll have to do the same in any similar cases.

"I'm hopeful that our getting this case dismissed will offer up a template for other cases to be resolved as well," Grewal said. "And if that were the case, we'd be delighted, because we felt that Gary Gensler's entire campaign against crypto was a distortion — frankly, an abuse — of legal process."

As the agency continues to resolve past actions, it's signaled that the future intention is to focus on fraud over compliance disagreements. And Uyeda said as recently as Thursday that the SEC's new task force will be guiding its enforcement.

"One focus of this task force will be to ensure that we deploy enforcement resources judiciously," he said at an event in Washington.

Grewal acknowledged the next priority quickly becomes U.S. legislation that can establish clear regulations at the federal level. To that end, Coinbase has been among the leading crypto companies delving into the political arena, deploying tens of millions of dollars in the 2024 elections (through the Fairshake PAC) to secure a friendlier Congress. One in 10 members of this Congress were boosted by Fairshake ads in their campaigns last year.

"We've seen Congress announce its commitment to legislation as early as the first 100 days," Grewal noted. "So we're very eager, with this cloud now lifted, to focus our full attention on getting legislation passed on market structure and stablecoins. That is, frankly, long overdue."