SEC v. Coinbase, Inc.
Summary
The court denied Coinbase's motion on nearly all claims, holding the SEC adequately alleged that 13 listed tokens were investment-contract securities, that Coinbase's staking program was an unregistered securities offering, and that Coinbase operated as an unregistered broker, exchange, and clearing agency. Only the "Wallet" software claim was dismissed.
Holdings
Can secondary-market token sales be investment contracts without a contractual undertaking by the issuer?
Yes. The court rejected drawing a line between primary and secondary-market buyers, directly opposite to Ripple's programmatic-sales holding.
Quote as reported (operator-verify): “there is little logic to the distinction Defendants attempt to draw between the reasonable expectations of investors who buy directly from an issuer and those who buy on the secondary market.”
Source: Goodwin Fintech & Digital Assets blog (quoting the opinion) · fetched 2026-06-04
Does Howey require a post-sale contractual undertaking?
No. The court declined to read a contractual-undertaking requirement into Howey.
Quote as reported (operator-verify): “since Howey, no court has adopted a contractual undertaking requirement. . . This Court declines to be the first.”
Source: Goodwin Fintech & Digital Assets blog (quoting the opinion) · fetched 2026-06-04
Why it matters
Coinbase is the counterweight to Ripple: a different SDNY judge held secondary sales can be securities and that no contractual undertaking is required. The SEC's 2025 dismissal reflects the post-2024 policy shift, not a court reversal.
Mortgage relevance
Low directly. Bears on whether the exchanges holding a borrower's crypto are operating lawfully as registered venues: part of "U.S.-regulated exchange" diligence.