XRP declared not a security by US court, Ripple marks three-year anniversary

Landmark court ruling

Judge Torres’s summary judgment fundamentally altered the landscape of cryptocurrency regulation in the United States. The court concluded that XRP in itself does not qualify as a security, a determination closely watched by the wider digital asset sector.

The case began in December 2020, when the SEC launched a lawsuit claiming that Ripple Labs had conducted unregistered securities offerings by selling XRP. The core legal debate centered on whether sales of XRP represented investment contracts under federal law.

Judge Torres relied on the Howey Test, a decades-old legal framework used to determine whether certain transactions qualify as investment contracts and therefore fall under securities regulations.

Her ruling found that Ripple’s programmatic sales of XRP on public crypto exchanges did not constitute securities offerings. Retail buyers who participated in blind bid-ask auctions on secondary markets had no means of knowing the identity of the seller or if their funds were being sent to Ripple.

Judge Torres emphasized that retail buyers could not reasonably expect profits to come directly from Ripple’s efforts, a core requirement under the Howey Test.

However, the court reached a different conclusion with Ripple’s direct institutional sales of XRP. Judge Torres ruled that $728 million worth of token sales to sophisticated institutional investors did constitute unregistered securities offerings. These investors knew they were purchasing the tokens directly from Ripple and therefore had a reasonable expectation of profit from the company’s success.

Ripple Labs is a technology company focusing on developing global payment solutions using blockchain-based technology. XRP is the native cryptocurrency for the Ripple network, designed to facilitate fast and cost-effective cross-border transactions for financial institutions.

Mini dictionary: Howey Test, a legal standard from the 1946 US Supreme Court case SEC v. W.J. Howey Co., is used to determine whether certain transactions classify as investment contracts and thus securities regulated by US law.

Ripple’s leadership: Internal impact of the lawsuit

In the aftermath of the SEC lawsuit, Ripple’s top executives revealed the intensity of the crisis the company faced. CEO Brad Garlinghouse and Chief Technology Officer David Schwartz, in recent comments, admitted that the company considered shutting down operations.

Brad Garlinghouse described the internal discussions at the time: “We almost decided to shut down the company when the SEC sued us. We were like, you know, the government has infinite power and resources.”

Schwartz pointed to legal advice as a major factor in this consideration, reflecting the degree of uncertainty facing Ripple’s leadership. Ultimately, the firm chose to continue operations, a decision seen as significant by many within the digital asset sector.