Disclaiming SEC Disclaimers: Making Sense of Employee Views
What are SEC-regulated entities and defense practitioners to make of SEC employees' "personal views" as articulated in public speeches, particularly when those views are clearly presented and later referred to as guidance on the agency's views? Put differently, how should an entity treat views that are initially disclaimed and nonbinding but that have manifestly factored into how the agency evaluates its regulated entities and individuals?
July 06, 2022 at 12:45 PM
13 minute read
On June 14, 2018, William Hinman, then-Director of the SEC's Division of Corporation Finance, was giving a talk at Yahoo Finance's All Markets Summit when he said he did not think that sales of cryptocurrencies Ether and Bitcoin were securities transactions. Director William Hinman, Division of Corporation Finance, Remarks at the Yahoo Finance All Markets Summit, Crypto (Digital Asset Transactions: When Howey Met Gary (Plastic) (June 14, 2018); see also SEC v. Ripple Labs, ECF No. 51, Ripple's Answer to SEC's First Amendment Complaint, at 98 (S.D.N.Y. March 4, 2021). Some in attendance may not have given his comment much significance, and perhaps for good reason. Hinman's speech, on the regulation of digital assets under the federal securities laws, was expressly personal—Hinman began his speech with the familiar disclaimer that is required by SEC regulations to accompany its employees' personal statements: "My remarks are mine alone, not necessarily those of the Commission, the Commissioners, or the staff." See SEC v. Ripple Labs, Hinman Decl. para. 11. (S.D.N.Y. June 23, 2021). However, despite the disclaimer and the informal setting, Hinman's comment would loom large a few years later in the SEC's high-profile enforcement action against Ripple Labs, in which the SEC contends Ripple raised $1.3 billion in an unregistered offering of the cryptocurrency XRP. (King & Spalding represents Ripple in a consolidated class action filed against it by XRP purchasers who make similar allegations as the SEC.) A pillar of Ripple's defense is that it had not been put on "fair notice" that its offering was illegal because Hinman's speech, among other signals, led Ripple to believe that the SEC would not consider XRP a security within the SEC's jurisdiction. Ripple's Answer, supra at 98.
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