Judge upholds 'bulk' of SEC case against Binance but nixes secondary sales charge, among others

Binance's attempt to whittle down the charges levied by the SEC has largely failed after a federal judge upheld most of the agency's complaints against the company for potentially offering unregistered investment products and violating anti-fraud provisions.

The ruling found most of the agency's arguments plausible and rejected certain arguments made by Binance that have also been rejected by fellow judges, such as the idea that the Major Questions Doctrine means the SEC lacks the authority to regulate the crypto industry altogether.

In addition, the court found that Binance founder and former CEO Changpeng Zhao, who is currently serving jail time related to charges against Binance from the Department of Justice in a separate case, may be personally liable for Binance's violations given his control over the company.

However, the judge also dismissed certain claims related to some of the charges. For instance, Binance's initial sales of BUSD were deemed appropriate by the court as "the description of the asset, how it was sold, and how the proceeds from its sale were to be distributed is quite different from the allegations concerning BNB +0.10% , and the allegations do not align with the prongs of the Howey test," the ruling by Judge Amy Berman Jackson states. Judge Jackson also dismissed claims related to secondary sales of BNB and Binance's Simple Earn program, though the charge against Binance's Earn Vault will move forward. Out of 13 charges, only one count (related to the BUSD sales) was dismissed in full .

While the ruling appears damaging to Binance's prospects in the SEC case, legal experts across the crypto industry have celebrated Judge Jackson's dismissal of the secondary sales charge. "The ruling dismissing the SEC's claims involving secondary market sales by third parties is clearly a win for the greater crypto industry," crypto-focused attorney James "MetaLawMan" Murphy posted on X .

Judge Jackson also rebuked the agency for seeming to argue both sides of one question: whether or not crypto assets, once sold as securities, must retain that designation forever. "At the hearing on the motion, the SEC seemed to speaking out of both sides of its mouth on this issue. At several points, it took pains to disavow any intention to argue that once the assets were sold as securities, they retained that character forever...while at others, it left the distinct impression that that was exactly what it meant," wrote Judge Jackson.

Jackson's ruling gave the overall impression that rulings on crypto assets should be taken case-by-case, and a broad statement as to whether all crypto assets represent investment contracts is unlikely. "...The determination of whether any sale constitutes an investment contract must be based on the totality of the circumstances surrounding that sale, and what an objective buyer’s understandings would be," the filing states, reiterating the finding of the court in the Ripple case .