Coinbase 再次提起訴訟：原告指控未註冊證券和經紀交易商違規

美國第二巡迴上訴法院恢復了 Coinbase 客戶的訴訟，指控該加密貨幣交易所非法出售未註冊的證券，並且未能註冊為經紀自營商。上訴法院表示，下級法院法官不應依據 2021 年 12 月的用戶協議來認定 Coinbase 不擁有客戶交易的 79 種代幣的所有權，也不是該代幣的賣家。

Coinbase Lawsuit Revived: Customers Allege Unregistered Securities Sales and Broker-Dealer Registration Failure

Coinbase 訴訟再起：客戶指控未註冊證券銷售和經紀自營商註冊失敗

New York, NY – March 10, 2023 – In a significant development, the 2nd U.S. Circuit Court of Appeals has revived a lawsuit filed by Coinbase customers against the cryptocurrency exchange. The plaintiffs accuse Coinbase of illegally selling unregistered securities and failing to register as a broker-dealer.

紐約州紐約 – 2023 年 3 月 10 日 – 一項重大進展是，美國第二巡迴上訴法院恢復了 Coinbase 客戶針對加密貨幣交易所提起的訴訟。原告指控 Coinbase 非法出售未註冊的證券，且未註冊為經紀自營商。

The appeals court, in a 3-0 decision, ruled that a lower court judge had erred in relying on a December 2021 user agreement to dismiss the lawsuit. The court held that the user agreement was not "conclusive" in determining whether Coinbase held title to, or was the seller of, the 79 tokens that the customers traded.

上訴法院以 3-0 的裁決裁定，下級法院法官依據 2021 年 12 月的使用者協議駁回訴訟是錯誤的。法院認為，在確定 Coinbase 是否擁有客戶交易的 79 種代幣的所有權或賣方時，用戶協議並不是「決定性的」。

The decision is a major setback for Coinbase, which has previously argued that it is not a broker-dealer and that the tokens it offers are not securities. The exchange has also maintained that the December 2021 user agreement clearly states that Coinbase does not take title to customer assets.

這項決定對 Coinbase 來說是一個重大挫折，該公司先前曾辯稱自己不是經紀交易商，而且其提供的代幣也不是證券。該交易所還堅稱，2021 年 12 月的用戶協議明確規定，Coinbase 不擁有客戶資產的所有權。

However, the appeals court found that Coinbase had over time materially changed its user agreements, and that the December 2021 version was not determinative in evaluating the customers' legal claims. The court also noted that the Securities and Exchange Commission (SEC) has recently taken enforcement actions against other cryptocurrency exchanges for failing to register as broker-dealers and selling unregistered securities.

然而，上訴法院發現，隨著時間的推移，Coinbase 對其用戶協議進行了實質性修改，並且 2021 年 12 月的版本在評估客戶的法律索賠時並不具有決定性。法院還指出，美國證券交易委員會（SEC）最近對其他未註冊為經紀交易商並出售未註冊證券的加密貨幣交易所採取了執法行動。

"This decision is a victory for cryptocurrency investors," said Jordan Goldstein, a lawyer for the customers. "It shows that Coinbase cannot hide behind its user agreements to avoid liability for its actions."

「這項決定是加密貨幣投資者的勝利，」客戶律師喬丹·戈爾茨坦說。 “這表明 Coinbase 不能躲在其用戶協議背後以避免對其行為承擔責任。”

Coinbase has expressed disappointment with the decision and said it plans to appeal to the Supreme Court. The company maintains that it is not a broker-dealer and that the tokens it offers are not securities.

Coinbase 對此決定表示失望，並表示計劃向最高法院上訴。該公司堅稱自己不是經紀交易商，其提供的代幣也不是證券。

"We believe that the court erred in its decision and that we will ultimately prevail," said Paul Grewal, Coinbase's chief legal officer.

Coinbase 首席法律官 Paul Grewal 表示：“我們相信法院的判決是錯誤的，我們最終會勝訴。”

The case will now return to the U.S. District Court in Manhattan, where it will be heard by Judge Paul Engelmayer. Engelmayer had previously dismissed the case in February 2023, but the appeals court's decision has revived the lawsuit.

此案現在將返回曼哈頓美國地方法院，由保羅恩格爾邁耶法官審理。 Engelmayer 先前曾於 2023 年 2 月駁回此案，但上訴法院的判決已恢復訴訟。

The lawsuit is one of several legal challenges that Coinbase is facing. The SEC is also investigating the exchange for its alleged role in facilitating the trading of unregistered securities. In addition, several state regulators are investigating Coinbase for its business practices.

該訴訟是 Coinbase 面臨的幾項法律挑戰之一。美國證券交易委員會也正在調查該交易所涉嫌促進未註冊證券交易的行為。此外，一些州監管機構正在調查 Coinbase 的商業行為。

The legal challenges facing Coinbase underscore the growing scrutiny that cryptocurrency exchanges are under from regulators. The SEC has been particularly aggressive in its pursuit of cryptocurrency exchanges, alleging that they are operating in violation of the federal securities laws.

Coinbase 面臨的法律挑戰凸顯了加密貨幣交易所受到監管機構日益嚴格的審查。美國證券交易委員會在追查加密貨幣交易所方面尤其積極，聲稱它們的運作違反了聯邦證券法。

The outcome of the Coinbase lawsuit will have a significant impact on the cryptocurrency industry. If Coinbase is found liable for selling unregistered securities, it could set a precedent for other cryptocurrency exchanges and lead to increased regulation of the industry.

Coinbase訴訟的結果將對加密貨幣產業產生重大影響。如果 Coinbase 被發現對出售未經註冊的證券負有責任，這可能會為其他加密貨幣交易所開創先例，並導致對該行業的監管加強。

Implications for Coinbase and the Cryptocurrency Industry

對 Coinbase 和加密貨幣產業的影響

The revival of the Coinbase lawsuit has sent shockwaves through the cryptocurrency industry. The decision is seen as a major victory for cryptocurrency investors and a sign that regulators are taking a more aggressive approach to policing the industry.

Coinbase訴訟的重啟給加密貨幣產業帶來了衝擊。這項決定被視為加密貨幣投資者的重大勝利，也表明監管機構正在採取更積極的方法來監管該行業。

If Coinbase is ultimately found liable for selling unregistered securities, it could have a significant impact on the company's business. The exchange could be forced to pay fines and penalties, and it could also be required to register as a broker-dealer. This could increase Coinbase's operating costs and make it more difficult for the company to compete with other exchanges.

如果 Coinbase 最終被發現對出售未註冊證券負有責任，可能會對公司的業務產生重大影響。該交易所可能會被迫支付罰款和罰金，也可能被要求註冊為經紀自營商。這可能會增加 Coinbase 的營運成本，並使該公司更難以與其他交易所競爭。

The decision could also have a ripple effect on the broader cryptocurrency industry. Other cryptocurrency exchanges could be forced to take a closer look at their own business practices and ensure that they are in compliance with the law. This could lead to increased regulation of the industry as a whole.

該決定還可能對更廣泛的加密貨幣行業產生連鎖反應。其他加密貨幣交易所可能被迫仔細審視自己的業務實踐，並確保遵守法律。這可能會導致整個行業的監管加強。

The cryptocurrency industry is still in its early stages of development, and it is unclear how the Coinbase lawsuit will ultimately impact the industry. However, the decision is a clear sign that regulators are paying close attention to the industry and that they are willing to take action against companies that they believe are violating the law.

加密貨幣產業仍處於發展的早期階段，目前尚不清楚 Coinbase 訴訟最終將如何影響該產業。然而，這項決定清楚地表明監管機構正在密切關注該行業，並願意對他們認為違法的公司採取行動。

Additional Information

附加資訊

• The plaintiffs in the Coinbase lawsuit are represented by Jordan Goldstein of Goldstein & Russell, P.C.
• Coinbase is represented by Paul Grewal, Coinbase's chief legal officer, and other attorneys from the law firm Cooley LLP.
• The case is Oberlander et al v Coinbase Global Inc et al, 2nd U.S. Circuit Court of Appeals, No. 23-184.

Coinbase訴訟的原告由Goldstein & Russell的Jordan Goldstein、P.C.Coinbase的代表人為Coinbase首席法律官Paul Grewal以及Cooley LLP律師事務所的其他律師。該案為Oberlander et al v Coinbase Global Inc et al，美國第二巡迴上訴法院，第23-184 號。