[tarunupaday]

So, I am not saying the crypto community (or Coinbase) is right or wrong here. But it's not as clear-cut as OP makes it out.

While Howey's test is well-known, each crypto asset can be argued to pass or fail for different reasons:

1. The biggest issue is what constitutes a "common enterprise"? Most federal courts (but not all) have defined it as a horizontal structure where assets are pooled. (https://core.ac.uk/download/pdf/159597203.pdf) Coinbase can argue that a straight purchase of a crypto token has no "common enterprise" because there is no pooling of assets.

2. It's not trivial to prove that profit for a given crypto token comes from the "efforts of the promoter or third party." Who even is the promoter of a distributed token? What identifiable third party's efforts is the profit in the crypto sale even dependent on?

3. Finally, is there always an expectation of profit? How is buying a vanity NFT different from purchasing a vanity domain that I do not use? What about a vanity NFT avatar I want to show off on Twitter / Reddit / Telegram?

It's a complex case with lots of nuances. Whichever way courts rule - it will set new precedents.

What we have here is different from the allegations that the SEC has made against other crypto entities, which were mostly about mixing consumers' assets, insider trading, improper disclosures during promotions or even straight-up money laundering.

Those cases were not going to set new case law. This case will.

[djbusby]

Crypto is a group buying and selling fractional ownership of the "diamond ring" - or rather - this perspective could pass Howey (NAL)

[SAI_Peregrinus]

Staking is a pooling of assets. A coin is a commodity, a stake in a currency is a security. An iPhone is a commodity, a stake in Apple (shares of their stock, corporate bonds, etc.) is a security.

[pa7x1]

I think you forgot a prong in the Howey test. "With the expectation of profit from the effort of others."

There are various forms of staking, if it requires running your own validator the expectation of profit is derived from your own effort. Therefore not a security.

[SAI_Peregrinus]

Coinbase's staking service is Coinbase running the validator for you, and giving you a share of any profits.

[pa7x1]

Yes, but the statement you make above is in general for staking. Not staking as offered by Coinbase. My comment above clarifies that the specific details of how the staking is implemented matter, at least with respect to Security's law.

My non-lawyer interpretation is that, indeed, centralized staking offerings like Coinbase seem to fit the Howey test criteria and are at risk of being deemed a security offering. But not all staking is.