Coinbase 再次提起诉讼：原告指控未注册证券和经纪交易商违规

美国第二巡回上诉法院恢复了 Coinbase 客户的诉讼，指控该加密货币交易所非法出售未注册的证券，并且未能注册为经纪自营商。上诉法院表示，下级法院法官不应依据 2021 年 12 月的用户协议来认定 Coinbase 不拥有客户交易的 79 种代币的所有权，也不是该代币的卖家。

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

Coinbase 诉讼再起：客户指控未注册证券销售和经纪自营商注册失败

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.

纽约州纽约 – 2023 年 3 月 10 日 – 一项重大进展是，美国第二巡回上诉法院恢复了 Coinbase 客户针对加密货币交易所提起的诉讼。原告指控 Coinbase 非法出售未注册的证券，并且未注册为经纪自营商。

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.

上诉法院以 3-0 的裁决裁定，下级法院法官依据 2021 年 12 月的用户协议驳回诉讼是错误的。法院认为，在确定 Coinbase 是否拥有客户交易的 79 种代币的所有权或卖方时，用户协议并不是“决定性的”。

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.

这一决定对 Coinbase 来说是一个重大挫折，该公司此前曾辩称自己不是经纪交易商，而且其提供的代币也不是证券。该交易所还坚称，2021 年 12 月的用户协议明确规定，Coinbase 不拥有客户资产的所有权。

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，上诉法院发现，随着时间的推移，Coinbase 对其用户协议进行了实质性修改，并且 2021 年 12 月的版本在评估客户的法律索赔时并不具有决定性。法院还指出，美国证券交易委员会（SEC）最近对其他未注册为经纪交易商并出售未注册证券的加密货币交易所采取了执法行动。

"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."

“这一决定是加密货币投资者的胜利，”客户律师乔丹·戈尔茨坦说。 “这表明 Coinbase 不能躲在其用户协议背后以避免对其行为承担责任。”

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 对这一决定表示失望，并表示计划向最高法院上诉。该公司坚称自己不是经纪交易商，其提供的代币也不是证券。

"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：“我们相信法院的判决是错误的，我们最终会胜诉。”

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.

此案现在将返回曼哈顿美国地方法院，由保罗·恩格尔迈耶法官审理。 Engelmayer 此前曾于 2023 年 2 月驳回此案，但上诉法院的判决已恢复诉讼。

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.

该诉讼是 Coinbase 面临的几项法律挑战之一。美国证券交易委员会还在调查该交易所涉嫌促进未注册证券交易的行为。此外，一些州监管机构正在调查 Coinbase 的商业行为。

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 面临的法律挑战凸显了加密货币交易所受到监管机构日益严格的审查。美国证券交易委员会在追查加密货币交易所方面尤其积极，声称它们的运营违反了联邦证券法。

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诉讼的结果将对加密货币行业产生重大影响。如果 Coinbase 被发现对出售未经注册的证券负有责任，这可能会为其他加密货币交易所开创先例，并导致对该行业的监管加强。

Implications for Coinbase and the Cryptocurrency Industry

对 Coinbase 和加密货币行业的影响

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诉讼的重启给加密货币行业带来了冲击。这一决定被视为加密货币投资者的重大胜利，也表明监管机构正在采取更积极的方法来监管该行业。

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 最终被发现对出售未注册证券负有责任，可能会对公司的业务产生重大影响。该交易所可能会被迫支付罚款和罚金，还可能被要求注册为经纪自营商。这可能会增加 Coinbase 的运营成本，并使该公司更难以与其他交易所竞争。

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.

该决定还可能对更广泛的加密货币行业产生连锁反应。其他加密货币交易所可能被迫仔细审视自己的业务实践，并确保遵守法律。这可能会导致整个行业的监管加强。

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.

加密货币行业仍处于发展的早期阶段，目前尚不清楚 Coinbase 诉讼最终将如何影响该行业。然而，这一决定清楚地表明监管机构正在密切关注该行业，并愿意对他们认为违法的公司采取行动。

Additional Information

附加信息

• 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诉讼的原告由Goldstein & Russell的Jordan Goldstein、P.C.Coinbase的代表人为Coinbase首席法律官Paul Grewal以及Cooley LLP律师事务所的其他律师。该案为Oberlander et al v Coinbase Global Inc et al，美国第二巡回上诉法院，第 23-184 号。