The U.S. Securities & Exchange Commission (“SEC”) filed a complaint against Ripple Labs, Inc. (“Ripple”) and two of its executives, Brad Garlinghouse and Chris Larsen, on December 22, 2020 in the U.S. District Court for the Southern District of New York , alleging that sales of $1.3 billion of XRP by Ripple and the executives during a period ranging from 2013 through 2020 constitute an ongoing unregistered offering of securities in violation of Section 5 of the Securities Act of 1933, as amended. In a significant departure from prior actions by the SEC, the complaint names Ripple executives as individual defendants, both for their alleged direct offers and sales of Ripple’s XRP in violation of Section 5, as well as their role in allegedly aiding and abetting Ripple’s violation of securities laws. As new leadership prepares to take the helm at the SEC, likely under the leadership of former CFTC Chair Gary Gensler who was recently announced as President Biden’s nominee to chair the SEC, the industry must wait and see whether Gensler’s deep knowledge and familiarity with blockchain and digital assets will lead to a continuation of enforcement in the blockchain space under new leadership or if new rules and guidance will be on the horizon. And, if long-awaited guidance does emerge as a priority for the new Chair, will it be helpful or harmful to the industry?
THE SEC’S ALLEGATIONS AGAINST RIPPLE
The SEC filed its complaint in the Southern District of New York, a court where