SEC Sues Binance and CEO Changpeng Zhao for U.S. Securities Violations

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  • The SEC sued crypto exchange Binance and its billionaire founder, Changpeng Zhao, alleging that they worked to attract U.S. customers to its unregulated international exchange, commingled investor funds with their own and violated securities laws.
  • The 13 charges come after the CFTC unveiled a similar complaint against Binance and Zhao earlier this year.
  • Zhao dismissed the allegations on Twitter.

The Securities and Exchange Commission filed 13 charges against Binance, the world's largest crypto exchange, and its founder, Changpeng Zhao, alleging both comingled billions of dollars worth of user funds and sent them to a European company controlled by Zhao.

The U.S. regulator alleged on Monday that Zhao and his exchange worked to subvert "their own controls" to allow high-net-worth U.S. investors and customers to continue trading on Binance's unregulated international exchange.

One senior executive allegedly told a compliance officer that the company was operating as a "[f---ing] unlicensed securities exchange in the USA bro."

The complaint alleges that Binance created Binance.US as a shield for the main company and Zhao, to "reveal, retard, and resolve" law enforcement targets and insulate Binance.

Two successive Binance.US CEOs expressed deep concern over Zhao's level of control, according to the SEC. Both testified before federal regulators: Neither were named, but its first and second chief executives were Catherine Coley and Brian Brooks.

"I'm not actually the one running this company, and the mission that I believe I signed up for isn't the mission. And as soon as I realized that, I left," a former Binance.US CEO identified as "BAM CEO B" testified to the SEC.

Between June 2018 and July 2021, Binance earned $11.6 billion in revenue, most of which came from transaction fees, the complaint said. Since its inception, the exchange has "at first overtly and later furtively" worked to entice U.S. customers, at the direction and control of its founder Zhao, the SEC alleged.

Binance knew that tens of thousands of customers were in the U.S. but chose not to act, the SEC alleged, despite federal law barring the unregistered offer and sale of securities. Binance's ultimate compliance, in 2019, was largely a public show, the SEC complaint continues.

The SEC alleges Zhao ordered the creation of an evasion plan for high-net-worth customers, using a VPN service to hide their U.S. location and submitting compliance documents to obscure their country of origin.

CNBC previously reported on how Binance employees encouraged users to evade the exchange's "know your customer" systems through VPNs.

"We do need to let users know that they can change their KYC on and continue to use it. But the message, the message needs to be finessed very carefully because whatever we send will be public. We cannot be held accountable for it," Zhao allegedly told his top team in 2019.

The SEC also alleged that Binance and Zhao used market-making companies that they controlled to inflate trading prices and profit off of their customers.

Merit Peak and Sigma Chain allegedly acted as "market makers" for Binance's two platforms, meaning they were always available to fill a customer order to buy or sell a crypto asset. But the SEC complaint highlighted multiple issues with the two companies' roles: They were both beneficially owned by Zhao and collected "tens of billions of dollars" of customer money. The firms also allegedly mixed customer funds with Binance's money, similar to allegations against bankrupt crypto exchange FTX.

Most damaging to investors, they allegedly engaged in "wash trading," trading with themselves to artificially prop up the price of crypto assets.

Sigma Chain collected $190 million for its beneficial owner Zhao, the SEC alleged. The "proprietary trading firm" then spent $11 million to purchase a "yacht," the complaint said.

Zhao dismissed the charges on Twitter by writing "4," a popular refrain in Binance's community urging users to ignore fear, uncertainty and doubt, or "FUD."

The complaint comes after the Commodity Futures Trading Commission filed similar charges against the crypto exchange, alleging that it failed to prevent U.S. customers from accessing it.

"We will issue a response once we see the complaint," Zhao said on Twitter. "Media gets the info before we do."

In a blog post that followed, Binance wrote, "We are disappointed that the U.S. Securities and Exchange Commission chose to file a complaint today against Binance seeking, among other remedies, purported emergency relief." The company added that it has "actively cooperated with the SEC's investigations" and "engaged in extensive good-faith discussions to reach a negotiated settlement to resolve their investigations."

The defendants showed a "blatant disregard" for federal law, the SEC alleged. The complaint included a "high-level" breakdown of Binance's ownership structure, with Zhao and his holding vehicles allegedly controlling 100% of Binance and Binance.US' various entities.

Ownership structure under Binance CEO Zhao
Securities and Exchange Commission
Ownership structure under Binance CEO Zhao

"Through thirteen charges, we allege that Zhao and Binance entities engaged in an extensive web of deception, conflicts of interest, lack of disclosure, and calculated evasion of the law," SEC Chair Gary Gensler said in a release.

"Simply put, today's filing is unjustified by the facts, by the law, or by the Commission's own precedent," Binance's U.S. business said in a statement.

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