SEC moves to freeze lawsuit against Binance

Although early reporting suggested the SEC would likely look to “potentially freeze some litigation that does not involve allegations of fraud”, the first case the SEC has proposed freezing is SEC v. Binance: a case alleging serious fraud and knowing violation of US securities laws.

JOINT MOTION TO STAY Plaintiff Securities and Exchange Commission (“SEC”) and Defendants Binance Holdings Limited, BAM Trading Service Inc., BAM Management US Holdings Inc., and Changpeng Zhao (collectively, the “Parties”) jointly move to stay this case for a period of 60 days. A district court has “broad discretion to stay proceedings as an incident to its power to control its docket.” Clinton v. Jones, 520 U.S. 681, 706 (1997). A district court considers three factors when deciding whether to stay a case: “(1) harm to the nonmoving party if a stay does issue; (2) the moving party’s need for a stay—that is, the harm to the moving party if a stay does not issue; and (3) whether a stay would promote efficient use of the court’s resources.” Center for Biological Diversity v. Ross, 419 F. Supp. 3d 16, 20 (D.D.C. 2019). Here, the Parties believe a brief stay is warranted. On January 21, 2025, new SEC Acting Chairman Mark T. Uyeda launched a crypto task force dedicated to helping the SEC develop a

regulatory framework for crypto assets.1 The work of this task force may impact and facilitate the potential resolution of this case. Accordingly, the SEC proposed a brief stay to Defendants, and the Defendants agreed that a stay is appropriate and in the interest of judicial economy. As this is a joint motion, there is no prejudice to any party here, and a stay could save the Parties resources because, if an early resolution could be reached, it would obviate the need to continue merits discovery. Further, this brief stay will promote the efficient use of the Court’s resources, as a resolution would obviate the need for the Court to resolve Defendants’ pending Motions to Dismiss the Amended Complaint. See Dkt. Nos. 285, 287. Finally, the proposed stay is limited in duration and interferes with no current Court-issued deadlines. See Belize Soc. Dev. Ltd. v. Gov’t of Belize, 668 F.3d 724, 731-32 (D.C. Cir. 2012) (noting that stays of “indefinite duration” are disfavored). At the end of the 60-day stay period, the Parties propose that they will submit a joint status report, including whether a continuation of the stay is warranted. Accordingly, the Parties respectfully request that this Court grant this Joint Motion to Stay.

111. As Binance’s CCO bluntly admitted to another Binance compliance officer in December 2018, “we are operating as a fking unlicensed securities exchange in the USA bro.” (Emphasis added.)

The original complaint alleges that not only did Binance lie about trying to prevent fraudulent behavior on Binance.US, one of the primary companies involved in illegal wash trading on the exchange was controlled and operated by Binance’s founder and Binance employees.

268. In fact, wash trading on the Binance.US Platform did occur and went undetected. Much of this wash trading occurred through numerous accounts affiliated with Sigma Chain, an entity owned and controlled by Zhao and operated by Binance employees at Zhao’s direction. 269. At Zhao’s insistence, Sigma Chain became a market maker on the Binance.US Platform from the time of its launch. Sigma Chain held dozens of user accounts through which it conducted wash trading that fraudulently inflated trading volumes on the Binance.US Platform. 270. Both BAM Trading and BAM Management were aware that Sigma Chain had dozens of accounts and was an active trader on the Binance.US Platform. On June 23, 2020, for example, in discussing a drop in trading volume from market makers on the Binance.US Platform, BAM CEO A asked the BAM Trading’s Sales Director to “pull [Sigma Chain’s] data to hold them accountable too . . . they should be consistent too – we can ask for more volume but they’ve been up to 50% for us before.” On January 6, 2021, the Sales Director messaged BAM

CEO A and other BAM Trading employees “fyi these are ALL sigma chain,” and then listed 20 account numbers. Another BAM Trading employee responded, “whoa.” 271. Wash trading between Sigma Chain’s accounts occurred from the launch of the Binance.US Platform in 2019 through at least June 23, 2022. This wash trading activity corrupted the Binance.US Platform’s reported trading volume in a strategic pattern that coincided with at least three critical periods for crypto asset investors and the Equity Investors: (1) the Binance.US Platform’s launch in September 2019; (2) BAM Trading’s making available certain new crypto asset securities for trading on the Binance.US Platform; and (3) the months leading up to BAM Trading’s seed funding round starting in September 2021. 272. For example, on September 25, 2019, the day after the Binance.US Platform opened for trading, wash trading between Sigma Chain accounts and other accounts owned by Zhao and/or associated with Binance senior employees, constituted more than 99 percent of the initial hour of trading volume in at least one crypto asset. By the end of the day, wash trading by these accounts amounted to nearly 70 percent of that same crypto asset’s total volume. 273. Sigma Chain also engaged in wash trading on or around the time when BAM Trading made at least 65 new crypto assets, including crypto asset securities, available for trading on the Binance.US Platform. Between January 1, 2022 and June 23, 2022 alone, Sigma Chain accounts engaged in wash trading in 48 of 51 newly listed crypto assets.

Despite claims from the SEC’s new leadership that they intend to provide “sensible, clear rules” without providing a “haven for fraudsters”, this action definitely seems to reveal their true marching orders.

It’s likely that they will soon request to pause ongoing enforcement cases against companies including Coinbase, a company which has alone spent more than $100 million on political lobbying over the past two years.