ATTORNEY ON CALL · 24/7
212 300 5196
FROM THE DEFENSE DESK / UNCATEGORIZED
2 AUG 2026 · 31 MIN READ · BY TODD A. SPODEK
THE BRIEF · FILED UNDER: UNCATEGORIZED
DOCKET NO. 827 · THE DEFENSE DESK

Is Your Crypto Token a Security? The Howey Test Explained.

★★★★★1,100+ FIVE-STAR GOOGLE REVIEWS
SUPER LAWYERS · 2020-25AVVO · “SUPERB”SECOND GENERATION · SINCE 1976
AS SEEN ON NETFLIX · CNN · FOX NEWS · NY POST

Contrary to popular belief and the widespread discussion of the Howey Test, crypto assets and tokens are not categorically either securities or commodities. Instead, the transaction circumstances themselves determine whether Howey will be applied in a given case. The Howey Test is an analysis of the economic substance of transactions and deals to their surrounding circumstances, all taken together. Even calling a token a “utility token” does not affect whether it is a security under federal securities law.

Why Do Investors Invest in Crypto Tokens?

The two major federal securities statutes both list investment contracts as securities. The Supreme Court decided SEC v. W.J. Howey Co. in 1946, and that case, involving the purchase of citrus groves combined with cultivation arrangements, remains the leading case in the area. In the words of the Justice writing for the Court:

“[A]n investment contract for purposes of the Securities Act means a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits solely from the efforts of the promoter or a third party, it being immaterial whether the shares in the enterprise are evidenced by formal certificates or by nominal interests in the physical assets employed in the enterprise.”

Do Howey and the Investment Contract Analysis Have Limits?

The Howey test applies objectively. It does not look at every single purchaser’s personal motivation. However, Howey does allow for the fact that a single cryptocurrency launch can involve various-different buyers and sellers, each with different motivations. And, of course, an investment contract does not require a written or oral contract.

How Does Howey Apply to the Structure of a Token Launch?

Howey explains its analysis in the following requirements (the Howey elements):

  • a financial investment in,
  • a common enterprise,
  • with an expectation of profits,
  • solely from the efforts of others.

When applying Howey to the structure of a cryptocurrency token launch, various issues are presented.

How Do Statements by the Promoter and Marketing Impact the Expectation of Profits?

When applying the Howey Test to the issuance of cryptocurrency tokens, statements by promoters and materials such as marketing campaigns and whitepapers can lead purchasers to reasonably expect profits from purchasing tokens. If investors believe (reasonably or unreasonably) that the profits will come from the managerial or development efforts of the issuer or other promoters, it may trigger an application of Howey.

What Is an Investment of Money?

An investment of money is required to trigger an application of Howey. This investment can be cash, but it can also consist of other valuable non-cash consideration as well. The relevant question is whether the token buyer gave something of value to the token issuer or promoters.

What Is a Common Enterprise?

A common enterprise is another requirement for triggering an application of Howey. A common enterprise can be established horizontally or vertically.

  • Horizontal commonality

A common enterprise can be found based on horizontal commonality where investors’ assets are pooled, and the potential for success, profit, or loss is shared among investors as a collective. The pooling of token-sale proceeds for network development and infrastructure, for example, may support a finding of horizontal commonality.

  • Vertical commonality

Vertical commonality also establishes a common enterprise in the context of cryptocurrency token offerings. In this scenario, there is a commonality between the promoters and the purchasers, but not necessarily among all the purchasers.

  • How do these two differ?

While horizontal commonality is more common in securities law generally, vertical commonality is becoming more relevant in the area of token offerings, especially as issuers seek to maintain more control over the development of the network and the tokens that fuel the network.

How Long Do the Efforts of Others Need to Influence Success or Failure?

The last Howey requirement is whether profits come from the managerial efforts or development efforts of the issuer or other promoters. If, for example, the network is already fully operational at the time of a token sale, investors may not have to rely on the promotional efforts of the token’s founder or founders to achieve the network’s potential for success. However, the fact that the network is operational at the time of the token sale should not block application of the Howey Test. Similarly, promises by the issuer to secure exchange listings may support the expectation that investors’ returns will come from the efforts of others.

Commonality, Horizontal or Vertical?

A point of significant contention between federal circuit courts in securities enforcement and litigation has been how the concept of a common enterprise can be proven in Howey cases. More specifically, there is a disagreement as to whether horizontal commonality, vertical commonality, or either can satisfy the Howey analysis.

  • Horizontal Commonality

Horizontal commonality involves the pooling of assets from a group of investors, such that all of their assets are at risk equally and all investors share any profits or losses that may occur.

  • Vertical Commonality

Vertical commonality occurs when there is a commonality between investors and the managers or promoters of the business. In this case, rather than sharing a single profit- or loss-bearing project (though this can also be true of a vertically common enterprise), the investor’s interests are closely linked to those of the management and promoters. This can also be true for multiple investors who enter into contracts on substantially similar terms.

What is XRP’s Legal Status After the Appeals Ended?

How did the Ripple court characterize the relationship between XRP and the Howey Test?

The Ripple court emphasized that the XRP digital asset itself did not embody an investment contract. In other words, XRP is not inherently a security (or a non-security). When the Howey Test is used to determine whether a transaction involves a security, the focus of the analysis is on the transaction itself, not the underlying asset. A transaction involving a token can constitute an investment contract even if the token itself is not inherently a security. Conversely, transactions involving tokens can also fail to constitute investment contracts even if the token itself is inherently a security.

Did Ripple’s institutional sales of XRP constitute securities violations under the Securities Act?

Yes, the court found that Ripple’s institutional XRP sales violated Section 5 of the Securities Act of 1933. Institutional sales were found to constitute unregistered offers and sales of securities because they satisfied all Howey requirements: (i) investment of money; (ii) common enterprise; (iii) reasonable expectation of profits; and (iv) reliance on the efforts of the issuer (or another promoters). Ripple’s institutional buyers purchased XRP from Ripple, the entity that issued XRP, and they bought it with the expectation that it would increase in value. Institutional buyers relied on Ripple’s commitment to institutional adoption, promotional efforts, and other factors in forming their expectations.

Did the exchange-based programmatic sales of XRP qualify as securities under federal law?

No, Ripple’s programmatic XRP sales did not qualify as securities transactions under federal law. The programmatic sales failed the Howey Test’s reliance-on-the-efforts-of-others requirement, in part because programmatic buyers purchased XRP from unidentified third parties on digital asset exchanges (not from Ripple itself) and because they bought XRP for a variety of reasons, including to use XRP on the XRP Ledger and for other non-investment purposes.

Were XRP distributions to Ripple employees and Xpring business partners transactions involving securities?

No, XRP distributions to Ripple employees and its Xpring business partners did not satisfy the Howey Test either. The court found that the employee and Xpring transactions failed the “investment of money” requirement. Ripple employees and Xpring partners received tokens as compensation or as a means of fueling the network, and thus did not purchase XRP at a price that constitutes an investment.

How were the appeals process and litigation regarding the Ripple XRP case resolved in 2025?

In August 2025, both Ripple and the SEC informed the appeals court that they were abandoning their appeals. The court dismissed both appeals on August 22, 2025, which left Ripple’s August 2024 Final Judgment intact.

What was the result of the dismissal of both of these appeals?

With the dismissal of both appeals, there was no longer a path toward changing the result of the Ripple case. Ripple’s August 2024 Final Judgment remains the authority.

What were the principal provisions of the August 2024 Final Judgment?

Ripple’s August 2024 Final Judgment focused on institutional sales. It imposed a $125,035,150 civil penalty on Ripple for its institutional sales violations. The judgment also imposed a permanent injunction barring Ripple from further violations of Section 5 of the Securities Act. Ripple’s legal team sought to convince the appellate court to strike down the injunction, but that effort was abandoned along with the rest of the appeal.

What were the notable exceptions the court’s August 2024 judgment made regarding XRP sales?

The Ripple court’s August 2024 Final Judgment was Ripple-specific. The court expressly noted that it had not adjudicated every possible secondary-market transaction involving XRP. While the court’s August 2024 Final Judgment is Ripple’s definitive answer for its own programmatic sales, that finding does not automatically classify all secondary-market transactions involving XRP as non-securities. Other entities that offer XRP for sale to investors or in other capacities could still face Howey-based scrutiny for their sales, and they will need to rely on their own facts and circumstances in determining whether to

This is the point at which most people call a lawyer. Spodek Law Group takes federal criminal defense cases nationwide from its New York and Los Angeles offices.

Can Secondary-Market Crypto Trades Still Be Securities Transactions?

As recently discussed, the Ripple court held that programmatic sales, which typically occur between third parties on secondary markets, did not constitute investment contracts. As a result, many crypto firms and projects consider this a definitive answer for all secondary-market transactions involving XRP, in particular.

What Did the Terraform Court Say Regarding the Difference Between Ripple’s Institutional Sales and Programmatic Sales?

The Terraform court rejected the Ripple court’s distinction between direct and secondary-market purchasers. The Terraform court agreed with the SEC, finding that how investors perceive the value of a cryptocurrency token is not necessarily tied to whether the purchaser bought directly from the issuer or from another token holder in the secondary market. This finding meant that, unlike the Ripple court’s findings, programmatic transactions could still fall within Howey’s scope.

What Was the Outcome of Coinbase’s SEC Enforcement Case in March 2024?

In March 2024, the United States District Court for the Southern District of New York accepted the SEC’s allegations at the pleading stage of the lawsuit. This allowed the agency to proceed with its case. While the judge noted that the SEC’s lawsuit may not survive later stages of litigation, the judge accepted that Ripple’s distinction between institutional and programmatic sales is subject to doubt given the fact that a district-court decision in an entirely different district (namely, Terraform) held the exact opposite.

What Did the Kraken Court Decide Regarding Secondary-Market Transactions in August 2024?

In August 2024, the U.S. District Court for the Northern District of California also accepted the SEC’s Howey-based allegations at the pleading stage. The Kraken court accepted that the SEC had plausibly alleged Howey’s four elements as to the secondary-market transactions in third-party crypto assets at issue in the case. However, the court allowed discovery to continue, noting that Ripple’s August 2024 Final Judgment does not have the character of a rule for all purposes that all other district courts must follow. Similarly, the court’s August 2024 Final Judgment is a district-court decision and does not establish a binding precedent that binds other district courts, as a district judge’s decision is not binding precedent on any other district judge, even within the same district.

Did the Kraken Court Allow the Issuer’s Initial Representations to Impact Programmatic Buyers’ Expectations?

Yes, the Kraken court permitted the possibility that Ripple’s initial representations and token issuance may inform the expectations of secondary purchasers. The court held that investors’ expectations of profits arising from the managerial and promotional efforts of the issuer can carry forward, even into secondary transactions that have become far removed from the issuer’s efforts to market the token. This means that the howey analysis for secondary-market transactions will continue to be transaction-specific and will continue to look for evidence of any issuer statements or token-sale conditions that would trigger an application of Howey.

What Is the Effect of a Rule 12(b)(6) Motion to Dismiss?

A Rule 12(b)(6) motion to dismiss has the effect of testing the sufficiency of allegations, rather than whether the allegations may be proven by evidence. While a Rule 12(b)(6) ruling does not mean a court has adopted a definitive position, it does provide some insights into the court’s view of the allegations that were presented.

  • What Did the Terraform Decision Mean in the Context of Howey Analysis?

The Terraform decision has no binding authority. It is a district-court decision and can either be adopted or rejected in a separate case, such as the one involving Ripple, by other district courts that are not bound by the Terraform court’s findings.

  • Should Secondary-Market Transactions Be Subject to Howey Analysis?

Yes, they should. As a result, secondary-market transactions may still face Howey-based scrutiny. The relevant question is whether there are circumstances surrounding these secondary-market transactions that would trigger Howey’s application.

Can Commodity Regulation and Securities Law Both Cover Crypto Assets?

In March 2026, the SEC and CFTC released a joint “interpretation” of the Howey and CEA frameworks in the context of cryptocurrency tokens and other blockchain assets. The interpretation did not amend Congress’s statutory definitions of “securities” and “commodities,” and the SEC and CFTC themselves cannot unilaterally amend Congress’s statutory definitions. This interpretation is not a safe harbor per se.

Does Classification as a Commodity Preclude Classification as a Security?

No, classification as a commodity does not preclude classification as a security under the federal securities laws. Howey explains, “The question is whether the transaction…constitutes an investment contract.” Importantly, this rule applies to transactions involving any assets. As the CFTC recently noted, an investment contract can involve a commodity. While commodity status means the Commodity Exchange Act (CEA) may apply to certain transactions involving the asset, it does not mean that securities laws will not apply if applicable conditions trigger their application under federal laws.

Are All Crypto Assets and Virtual Currencies (Like Bitcoin) Commodities in the Eyes of the Federal Government?

While all crypto assets and virtual currencies may be considered “commodities” under the CEA’s statutory definition, they are not necessarily securities under the federal securities laws. Federal courts have found that Bitcoin and other virtual currencies are commodities under the CEA, and this means that CFTC may have authority in some contexts to monitor and intervene. However, the CFTC’s authority does not extend to the entire spot market and instead to commodity fraud and manipulation and other specific concerns raised by those who rely upon the CFTC’s spot-market authority.

Did the SEC Adequately Affirm That Bitcoin Failed Howey with the Publication of its 2019 Adjudicative Findings?

No. The SEC published adjudicative findings in 2019 but did not establish a precedent with those findings. However, the la l’ l’ la is l l’ la l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l

What Should Issuers Do if Token Sales Satisfy Howey?

As discussed, if token sales meet all four requirements of the Howey Test, then, by definition, those transactions are subject to the federal securities laws. This triggering of federal securities law can raise substantial questions as to how token issuers should handle their launches and what their exposure may be with respect to the Securities Act of 1933.

What Do Issuers Need to Do When Token Sales Satisfy Howey?

Generally, transactions that fall within the scope of the Howey Test will fall within the scope of the Securities Act. Section 5 of the Securities Act requires that purchasers be provided with a registration statement and a prospectus prior to making an investment unless the sale meets the criteria of a registration exemption. If a transaction does not qualify for a registration exemption, the securities Act imposes civil liability and may expose the entity to criminal enforcement.

Can Purchasers of Unregistered Securities Get Their Money Back?

Yes, purchasers of unregistered securities are entitled to rescission. This means that a purchaser can seek to undo the transaction and recover their initial investment. Additionally, recent federal judgments, such as those involving Ripple, established that investors could recover their losses in secondary-market transactions involving unregistered XRP tokens.

What Registration Exemptions May Be Available for Issuers of Securities Tokens?

There are numerous registration exemptions that offer different levels of protection for token issuers. The key registration exemptions include the following:

  • Non-public Offerings (Section 4(a)(2))

In some cases, it may make more sense to conduct private placements rather than conducting public offerings. Under Section 4(a)(2) of the Securities Act, non-public offers and sales that meet certain requirements will qualify for a registration exemption.

  • Accredited Investors (Rule 506(c))

Rule 506(c) to Regulation D allows issuers to use general solicitation and advertising. The rule allows issuers to sell to accredited investors, provided that they make reasonable efforts to verify that their investors are indeed accredited investors.

  • Offshore Offerings (Regulation S)

Regulation S serves as a Section 5 safe harbor for qualifying offshore offerings. Under Regulation S, a token offering does not violate the Securities Act if certain requirements are satisfied and no securities are sold to U.S. persons in an offering, or securities are offered to U.S. persons in a manner that is not prohibited under Section 5 of the Securities Act.

Does Invoking a Registration Exemption Remove All Disclosure Obligations?

No, invoking a registration exemption does not remove all of a token issuer’s disclosure obligations. Token issuers may not rely on a registration exemption to commit fraud, and they will continue to be subject to the federal antifraud provisions in the Securities Act, the Securities Exchange Act, and the Investment Company Act.

What Is the Statute of Limitations for Pursuing Claims for Unregistered Securities Transactions?

Pursuant to Section 13 of the Securities Act, there is a one-year statute of limitation for pursuing claims under Section 12(a)(1) of the Act. While a purchaser must generally file within one year of the transaction, investors in unregistered crypto token sales can attempt to toll the one-year period for purposes of filing rescission claims.

When Can Investors Pursue Claims Under Section 12(a)(1) of the Securities Act?

Section 12(a)(1) imposes liability upon the statutory seller for offering or selling securities in violation of Section 5. Generally, this means only the entities that sold a token are liable. As a result, the liability of early token holders is not automatically triggered. However, investors may seek to establish that a party is the statutory seller or that the party is liable under another section of the Securities Act or federal securities laws.

Contact a Federal Criminal Defense Attorney

Nothing here is legal advice, and the details of your case matter. Todd Spodek and Spodek Law Group take federal criminal and white collar cases nationwide, from offices in New York, Brooklyn, Queens and Los Angeles. You can reach the firm at 212-300-5196.

LEGAL INFORMATION, NOT LEGAL ADVICE · STATUTES CHANGE - VERIFY CURRENT LAW · ATTORNEY ADVERTISING
THE AUTHOR'S RECORD · PRIOR RESULTS DO NOT GUARANTEE A SIMILAR OUTCOME
Acquitted.
$26M MONEY LAUNDERING
Dismissed.
RICO · 10-YEAR MINIMUM FACED
Six months.
$12M PONZI · YEARS ASKED
ALL RESULTS →
★★★★★VERIFIED CLIENT · FEDERAL CASE · 2022 · VIA GOOGLE REVIEWS
"By the time our free consultation was over, we left at ease."
1,100+ FIVE-STAR GOOGLE REVIEWS →
RISK FREE · CONFIDENTIAL · 24/7

Reading is good. Calling is better.

Answered within 24 hours, guaranteed. Some stories are better told out loud -

212 300 5196
AFTER YOU REACH OUT
01A person answers - not a service. Day or night. 02Free, confidential consultation - ask us anything, regardless of how long it takes. 03Strategy starts the same day - and you hold the senior partner's cell number.
★★★★★1,100+ FIVE-STAR GOOGLE REVIEWS
READ THEM →
INTAKE · PRIVILEGED & CONFIDENTIAL
24/7
01
02
03
04
05
ANSWERED WITHIN 24 HOURS, GUARANTEED OR CALL 212 300 5196
EVERYTHING YOU SHARE IS PROTECTED BY ATTORNEY-CLIENT PRIVILEGE FROM THE FIRST WORD.