Decoding the SEC's Lawsuit Against ConsenSys: What "Cryptosecurities" Transactions Does MetaMask Facilitate? What Are the Standards?
According to a report by WuBlockchain, in the case brought by the US Securities and Exchange Commission (SEC) against Ethereum software provider Consensys last month, it was alleged that its MetaMask wallet acted as an unregistered broker, facilitating the sale of a large amount of unregistered securities. The SEC also detailed some cryptocurrencies that meet the definition of securities.
US SEC sues Consensys, targeting MetaMask and Ethereum staking services: Lido, Rocket Pool also affected
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SEC Sues Consensys: MetaMask Swap Facilitated Trading of Unregistered Securities
Last month, MetaMask's "Swap" service, which allows users to directly trade digital assets, was accused by the SEC of facilitating trades of unregistered securities and profiting from them:
Consensys facilitated over 36 million crypto transactions through MetaMask in the past four years, with "at least 5 million" involving crypto asset securities.
The mentioned cryptocurrencies include AMP, AXS, CHZ, COTI, FLOW, MANA, MATIC, NEXO, SAND, and LUNA, as well as BNB, which was recently determined by a U.S. judge to have involved unregistered securities in its initial coin offering (ICO).
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Below are detailed explanations for five of these cryptocurrencies.
MATIC
As the native token of the Ethereum scaling platform Polygon, SEC's allegations include:
MATIC has token incentives: The whitepaper states that token holders can earn additional rewards through staking; the founders have also indicated that MATIC tokens serve as an "economic incentive" for users to participate more actively in the Polygon ecosystem.
Investors can reasonably expect profits: The token has a burn mechanism; Polygon has publicly explained the fundraising purposes to grow the Polygon ecosystem and position Ethereum ahead of other blockchains.
Team attempts to guide investors to purchase MATIC: The Polygon blog frequently updates network growth and development metrics, promotes token listings on exchanges, and team members have actively promoted the remarkable growth of the Polygon network.
Involvement in pre-mining: A significant portion of tokens is reserved, with around 67% of MATIC allocated to support the ecosystem, and 20% held by the team and advisors.
Polygon Labs had responded to these allegations as early as last year.
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MANA
As the native token of the Ethereum-based virtual reality platform Decentraland, SEC's allegations include:
Protocol has reward mechanisms: Decentraland holds art, gaming, and app creation competitions, providing token-based rewards for both new and existing users, claiming to foster network development.
Investors can reasonably expect profits: The token has an adjustable supply-demand mechanism; Decentraland has publicly explained the fundraising purposes for marketing and operational expenses, emphasizing a focus on improving user experience.
Team attempts to guide investors to purchase MANA: Decentraland often emphasizes its development plans through whitepapers and public statements, guiding investors to view MANA as an investment tool.
Involvement in pre-mining: A significant portion of tokens is reserved, with 20% allocated to the development team, advisors, and early contributors, and another 20% to the foundation.
CHZ
As the native token of the sports and entertainment ecosystem Chiliz, SEC's allegations include:
Investors can reasonably expect profits: The token has a mechanism for regular trading fee income destruction; Chiliz has publicly explained the fundraising purposes for funding the development, marketing, business operations, and growth of the Chiliz protocol, emphasizing the team's experience.
- Team and investors have aligned interests: The team warns in the whitepaper that "BTC, ETH, or ChZ price fluctuations may prevent the company from developing as necessary or maintaining the Socios platform as expected."
Team attempts to guide investors to purchase CHZ: The team has openly stated that as Chiliz collaborates with more teams, the value of related "Fan Tokens" will increase, and consequently, the value of CHZ will also rise.
Involvement in pre-mining: A portion of tokens is reserved, with about 5% allocated to the development team and 3% to the advisory committee.
SAND
As the native token of the virtual gaming experience The Sandbox, SEC's allegations include:
Investors can reasonably expect profits: The token has a controllable supply-demand mechanism; The Sandbox has publicly explained the fundraising purposes for development, platform promotion, legal compliance, etc.; The Sandbox has also highlighted the rich experience of the leadership team and emphasized the promising future growth along with a strong product roadmap.
Team attempts to guide investors to purchase SAND: The Sandbox has promoted token listing information, team members and investors have repeatedly publicly discussed The Sandbox's success and future development.
Involvement in pre-mining: A significant portion of tokens is reserved, with 19% allocated to the founders and development team, and 25.8% allocated to the company's reserves.
LUNA
As the native token of the stablecoin payment platform Terra, SEC's allegations include:
Investors can reasonably expect profits: Founder Do Kwon has publicly explained the fundraising purposes for operational funding and helping establish and expand the Terra ecosystem; the website also promotes the professional knowledge of the development team, claiming that Terraform is led by "serial entrepreneurs."
Team attempts to guide investors to purchase LUNA: Team members have discussed their tokens in community media and public interviews, claiming that LUNA is the company's "equity" and emphasizing the promising future growth of LUNA alongside ecosystem expansion.
Involvement in pre-mining: Allegedly, Terraform Labs and Do Kwon have each reserved hundreds of millions of LUNA tokens for themselves.
Summary of SEC's Securities Determination Basis
Not much different from the previous statements, the SEC mostly summarizes and determines based on the following principles:
- Whether investors can reasonably expect profits from tokens: Team-designed deflation or supply mechanisms, public statements about development plans, and strong team backgrounds
Whether tokens serve as an incentive for investors to participate in the ecosystem: Protocols with incentive measures or reward mechanisms, whether the team has publicly stated fundraising purposes or uses
Whether the team retains any tokens: Whether founders, the development team, or foundations are involved in pre-mining or token retention in token distribution
Detailed explanation of SEC's securities determination standards, issuance teams discussing technology, token supply ownership, and deflation design are all considered violations
Generally, just having the first characteristic may lead to accusations under the Howey Test's securities definition, while other teams' descriptions of tokens may increase the likelihood of being charged.
However, this seems to contradict the views of the CFTC chairman of the U.S. Commodity Futures Trading Commission, who claims that up to 70 to 80% of cryptocurrencies, including BTC and ETH, are not considered securities.