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- SEC Says Crypto "Staking" Doesn’t Violate Securities Law
SEC Says Crypto "Staking" Doesn’t Violate Securities Law
Plus the SEC and Binance file joint stipulation to dismiss the SEC's case.
Good morning! Here’s what’s up.

Video: “Financial Firm Focus - The SEC's Enforcement Priorities”
The full video from this panel at Securities Enforcement Forum West earlier this month is below. The panel was moderated by Kristin Snyder (Debevoise & Plimpton) and featured Hardy Callcott (Sidley Austin), Emily Culbertson, (Morgan Stanley Legal & Compliance), Charles Lundelius (BRG) and Sarah Nilson (KPMG).

Clips ✂️
Crypto Staking Doesn’t Violate Securities Law, SEC Says
Crypto staking, under certain circumstances, does not appear to implicate U.S. securities law, a branch of the U.S. Securities and Exchange Commission said late Thursday.
The SEC’s Division of Corporation Finance published a staff statement — the latest in a series from the regulator — spelling out how the regulator may evaluate proof-of-stake networks, mainly noting that covered activities do not “involve the offer and sale of securities” — meaning the SEC won’t sue any person or company participating in those activities.
Node operators and validators, custodians, delegates, nominators and entities staking assets either on their own, staking directly with a third party or staking on behalf of an asset’s owners fall into this bucket, the staff statement said. In this, the SEC seems to suggest that staking will be treated identically to mining, the consensus mechanism securing networks like Bitcoin, which the SEC clarified also did not implicate securities laws in a similar staff statement last month.
👉 The Statement on Certain Protocol Staking Activities by the SEC’s Division of Corporation Finance is here.
SEC Commissioner Hester Peirce said that “statement provides welcome clarity for stakers and ‘staking-as-a-service’ providers in the United States.”
SEC Commissioner Caroline Crenshaw disagreed, stating that the staff’s conclusions conflict with the many prior SEC enforcement actions that alleged that staking-as-a-service programs were investment contracts under Howey. Crenshaw added:
“The staff’s analysis may reflect what some wish the law to be, but it does not square with the court decisions on staking and the longstanding Howey precedent on which they are based. This is yet another example of the SEC’s ongoing ‘fake it ‘till we make it’ approach to crypto – taking action based on anticipation of future changes while ignoring existing law.”
‘Crypto Enforcement is Dead’: SEC Files to Dismiss Binance Litigation
The U.S. Securities and Exchange Commission filed a joint stipulation on Thursday afternoon with Binance, its related entities and its founder, Changpeng Zhao, to dismiss, with prejudice, the Commission’s ongoing civil enforcement action against them.
Emily Kapur, the co-chair of Quinn Emanuel Urquhart & Sullivan’s blockchain and digital asset litigation, and her partners, Bill Burck and Avi Perry, who are the lead attorneys for Zhao, said they are delighted that the SEC has dismissed its enforcement action against their client.
“This case never should have been brought,” the litigators said in an email. “We appreciate CZ’s trust in us and in the justice system, and we will continue to fight back against legal overreach in all its forms.”
👉 The Joint Stipulation to Dismiss is here.
In the NLJ article, Amanda Fischer of Better Markets said “the move is a total and complete capitulation by the SEC in suing companies for unregistered offers of investment contracts that happen to trade on blockchain…. Crypto enforcement is dead."
Five Individuals Indicted in Insider Trading Scheme
Five individuals were charged in a 19-count indictment for their participation in a scheme to trade securities on the basis of material nonpublic information about the merger between two companies that resulted in profits of over $600,000, U.S. Attorney Alina Habba announced.
According to court documents, between May and June 2023, Rouzbeh “Ross” Haghighat, 61, of West Newbury, Massachusetts, Behrouz “Bruce” Haghighat, 60, of Laguna Niguel, California, Kirstyn Pearl, 35, of Aguadilla, Puerto Rico, Seyedfarbod “Fabio” Sabzevari, 31, of North Hollywood, California, and James Roberge, 70, of Westford, Massachusetts, allegedly profited more than $600,000 by unlawfully purchasing the securities of a biopharmaceutical company in Seattle, Washington (Company-1), where Ross Haghighat served as a director. As alleged, the defendants traded securities based on material nonpublic information about another pharmaceutical company’s (Company-2) proposed acquisition of Company-1. The indictment alleges that, in May 2023, Company-2 madea confidential proposal to acquire Company-1 at a price per share above the then current market value. The two companies then negotiated an agreement for the acquisition, which was announced in June 2023, causing the share price to spike.
👉 As Matt Levine notes here, the defendants made some very questionable decisions including splitting the proceeds of their insider trading via a bank check, and texting about it how “it was an illegal insider trading move.”
‘Have Some Consistency’: SEC’s Peirce Tells Crypto Industry Not to Beg for Bailouts
“I do think that sometimes, when something bad happens in this space, people who are remarkably free thinkers, libertarian-minded people, come in and say, ‘Where was the government? Why weren’t you protecting me? Hey, Crypto Mom, where’s my bailout?'” she told a crowd at Bitcoin 2025 in Las Vegas, referring to her industry nickname.
“C’mon, let’s have some consistency,” Peirce continued. “Yes, you should have freedom to make your own choices, and when it goes wrong, pick yourself up, dust yourself off, learn from it and do better next time. And that is the best way to move forward.”
Bondi Eliminates ABA’s Role in Vetting Trump Judicial Picks
The Justice Department won’t allow the American Bar Association to vet President Donald Trump’s picks for judicial appointments.
The Office of Legal Policy, which prepares judicial nominees, will no longer “direct nominees to provide waivers allowing the ABA access to non-public information, including bar records,” according to a Thursday letter from Attorney General Pam Bondi to the association’s president, William Bay.
Nominees also won’t respond to ABA questionnaires or sit for interviews with its standing committee on the judiciary.
“Unfortunately, the ABA no longer functions as a fair arbiter of nominees’ qualifications, and its ratings invariably and demonstrably favor nominees put forth by Democratic administrations,” Bondi said.

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