Ripple Ruling Rebuke Complicates Coinbase’s Defense Against the SEC: Berenberg

U.S. District Judge Rakoff rejected a previous judge’s distinction between institutional sales and sales to retail investors on crypto exchanges, the report noted.

AccessTimeIconAug 1, 2023 at 2:20 p.m. UTC

Coinbase (COIN) shares have outperformed the market following the U.S. District Court’s July 13 ruling that Ripple Labs did not violate securities laws by selling its XRP token on crypto exchanges. However, another judge from the same district offered an emphatic rejection of the Ripple ruling on Monday, investment bank Berenberg noted in a research report Tuesday.

"In his ruling, U.S. District Judge Jed Rakoff of the Southern District of New York rejected Judge Torres’ distinction between institutional sales and sales to retail investors on crypto exchanges, which he characterized as a misinterpretation of the Howey test used to determine if an asset is a security,” analysts led by Mark Palmer wrote.

Rakoff’s rejection potentially complicates Coinbase’s use of that ruling in its own case against the SEC, the analysts wrote. The bank notes that Judge Rakoff in his ruling made a direct reference to Judge Torres’ ruling in “asserting that the Howey test ‘makes no distinction between purchasers.’”

The Howey Test relates to the U.S. Supreme Court case for determining whether a transaction qualifies as an investment contract. If a transaction is considered to be an investment contract, it’s classified as a security.

Another of Coinbase’s defenses against the SEC’s case is the major questions doctrine, which is derived from a Supreme Court ruling that prevents agencies from exceeding their mandate, the report said. Terraform Labs invoked the doctrine in its own defense and Judge Rakoff rejected its use, dealing another potential blow to Coinbase’s defense.

Berenberg maintained its hold rating on Coinbase shares with a $39 price target, reflecting the bank’s view that the stock is “uninvestable” in the near term. Coinbase shares were down 8% to $90.85 in early trading on Tuesday, but have increased 155% so far this year. The crypto exchange reports its second-quarter earnings after the close on Thursday.


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Will Canny is CoinDesk's finance reporter.