代币经济和美国金融监管的冲突：SEC对Ripple的71页投诉报告解析

1.From at least 2013 through the present, Defendants sold over 14.6 billion units of adigital asset security called “XRP,” in return for cash or other consideration worth over $1.38 billion U.S. Dollars (“USD”), to fund Ripple’s operations and enrich Larsen and Garlinghouse. Defendants undertook this distribution without registering their offers and sales of XRP with the SEC as required by the federal securities laws, and no exemption from this requirement applied.2.Because Ripple never filed a registration statement, it never provided investors withthe material information that every year hundreds of other issuers include in such statements when soliciting public investment. Instead, Ripple created an information vacuum such that Ripple and the two insiders with the most control over it—Larsen and Garlinghouse—could sell XRP into a market that possessed only the information Defendants chose to share about Ripple and XRP.3. Ripple engaged in this illegal securities offering from 2013 to the present, eventhough Ripple received legal advice as early as 2012 that under certain circumstances XRP could be considered an “investment contract” and therefore a security under the federal securities laws.3. Ripple engaged in this illegal securities offering from 2013 to the present, eventhough Ripple received legal advice as early as 2012 that under certain circumstances XRP could be considered an “investment contract” and therefore a security under the federal securities laws. 4. Ripple and Larsen ignored this advice and instead elected to assume the risk of initiating a large-scale distribution of XRP without registration.5.From a financial perspective, the strategy worked. Over a years-long unregisteredoffering of securities (the “Offering”), Ripple was able to raise at least $1.38 billion by selling XRP without providing the type of financial and managerial information typically provided in registration statements and subsequent periodic and current filings. Ripple used this money to fund its operations without disclosing how it was doing so, or the full extent of its payments to others to assist in its efforts to develop a “use” for XRP and maintain XRP secondary trading markets.6.Meanwhile, Larsen—Ripple’s initial chief executive officer (“CEO”) and currentchairman of the Board—and Garlinghouse—Ripple’s current CEO—orchestrated these unlawful sales and personally profited by approximately $600 million from their unregistered sales of XRP.7.Garlinghouse did so while repeatedly touting that he was “very long” XRP, meaninghe held a significant position he expected to rise in value, without disclosing his sales of XRP.8.Defendants continue to hold substantial amounts of XRP and—with no registrationstatement in effect—can continue to monetize their XRP while using the information asymmetry they created in the market for their own gain, creating substantial risk to investors. Case 1:20-cv-10832 Document 4 Filed 12/22/20 Page 2 of 713VIOLATIONS9. By engaging in the conduct set forth in this Complaint, Defendants engaged in and are currently engaging in the unlawful offer and sale of securities in violation of Sections 5(a) and 5(c) of the Securities Act of 1933 (“Securities Act”) [15 U.S.C. §§ 77e(a) and 77e(c)], and Larsen and Garlinghouse also aided and abetted Ripple’s violations of those provisions.10. Unless Defendants are permanently restrained and enjoined, they will continue to engage in the acts, practices, and courses of business set forth in this Complaint and in acts, practices, and courses of business of similar type and object.NATURE OF THE PROCEEDING AND RELIEF SOUGHT11. The Commission brings this action pursuant to the authority conferred upon it by Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)].12. The Commission seeks a final judgment: (a) permanently enjoining Defendants from violating Sections 5(a) and 5(c) of the Securities Act, pursuant to Section 20(b) of the Securities Act [15 U.S.C. § 77t(b)]; (b) pursuant to Section 21(d)(5) of the Securities Exchange Act of 1934 (“Exchange Act”), (i) ordering Defendants to disgorge their ill-gotten gains and to pay prejudgment interest thereon and (ii) prohibiting Defendants from participating in any offering of digital asset securities; and (c) imposing civil money penalties on Defendants pursuant to Section 20(d) of the Securities Act [15 U.S.C § 77t(d)].

——SEC对Ripple诉讼的既要内容

1.没有向SEC登记，违反联邦证券法，即使是代币也不给予豁免

2.坐庄，Ripple创造了信息真空（空气），出售给有权分享市场信息的市场

3.以前没有被投诉是因为Ripple的商业行为被当作是一份投资合同，由联邦证券法规定

4.Ripple忽视提议，仍然大规模发行代币

5.XRP出售至少出售13.8亿美元，没有任何形式上的披露，并用于维护二级市场

6.CEO精心策划了这些非法销售代币行为

7.Garlinghouse吹嘘XRP

8.被告持有大量XRP，XRP代币化，利用市场的不对称信息给投资者带来巨大风险

9.违法5(a)证券法

10.法律上永久受到约束和制约

其中法律文件中提到一点“数字代币可以由相对应的交易所上进行交易，而不必通过区块链地址转移到另一个地址上“，尽管区块链是透明的，但是SEC指责Ripple是在使用不对称的信息在谋利，同时暗示质疑区块链的不合理性。

”尽管每个节点都有自己定义的信任服务器，但他们高度重叠“反映Ripple的区块链实际上是高度中心化

Ripple的律师警告，XRP可能是证券

作为以一个证券，不按照联邦证券法重点披露，仅仅使用”投资合同“的方式进行投资而非常规手段。根据《交易法》，XRP不太可能视为货币，没有中央政府的支持，也不是法定货币。

Ripple努力地增加交易量和投机需求，而Ripple地所作所为正是充斥着投机市场。目前XRP是第三大市值加密货币，而加密货币市场地水不受监管纠结是好事还是坏事，去中心化金融和SEC的”冷战“才刚刚开始，目前不少美国企业购买比特币作为资产，这样的资产是否会被SEC认可是非常关键的，目前比特币在美国是以商品的形式认可，换而言之，除了比特币，其他加密货币资产都很难被SEC认可。

2021/7/11补充

现在的Ripple离股权通证化的路越走越远，反倒是科技企业AAPL、AMZN、COIN等登上了支持股权通证的交易所，Ripple仍然无法讲XRP和当下股权结合，面对长期监管部门施加的压力。