Securities Regulation Daily Wrap Up, BLOCKCHAIN—Or. Cir.: Oregon AG sues Coinbase, calls on states to “fill enforcement vacuum”, (Apr 21, 2025)
Law Firms Mentioned:Cohen Milstein Sellers & Toll PLLC | Keller Rohrback, L.L.C. | Oregon Office of the Attorney General
Organizations Mentioned:Cohen Milstein Sellers & Toll, PLLC | Coinbase Global, Inc. | Coinbase, Inc. | Keller Rohrback, LLP
The Oregon Attorney General says Coinbase has left investors unprotected by participating in the sale of unregistered securities. Coinbase’s chief legal officer says the “war against crypto” is over—and crypto won.
In a new lawsuit, the Oregon state attorney general is suing crypto operator Coinbase for alleged violations of Oregon state securities law. The complaint alleges that Coinbase has encouraged and helped the sale of unregistered cryptocurrencies, reaping millions of dollars in fees while Oregonians have faced huge losses (State of Oregon v. Coinbase, Inc., No. 25CV24235 (Or. Cir. Apr. 18, 2025)).
“After building trust with Oregon consumers, Coinbase sold high risk investments without them being properly vetted to protect consumers,” said Attorney General Dan Rayeld. “Oregonians lost money, and we believe Coinbase should be held accountable and take steps to protect consumers.”
Rayeld said the “states must fill the enforcement vacuum being left by federal regulators who are giving up under the new administration and abandoning these important cases.”
The SEC agreed to dismiss its enforcement action against Coinbase in February. Like the Oregon complaint, the SEC had also alleged that Coinbase participated in the sale of unregistered securities.
Parties. The complaint was filed by the State of Oregon via the office of the Oregon Attorney General.
The complaint is against Coinbase, Inc., which operates the Coinbase crypto trading platform, and Coinbase Global, Inc., its parent company.
According to the complaint, Coinbase operates the largest crypto asset trading platform in the U.S. and has serviced over 108 million customers, accounting for billions of dollars in daily trading volume in hundreds of crypto assets.
The complaint alleges that the two Coinbase entities share the same board of directors and most of CGI’s executive officers, and do not distinguish between themselves in public statements or SEC filings.
Jurisdiction. The complaint was filed in the circuit court for the state of Oregon, Multnomah County.
Facts. The complaint alleges:
Coinbase successfully solicits, participates in, and materially aids the sale of unregistered crypto securities on the Coinbase platform.
The Oregon Securities Law prohibits the sale of unregistered securities.
The crypto securities traded on Coinbase’s platform are not registered with either the U.S. SEC or the Oregon Department of Consumer and Business Services (DCBS).
The crypto securities do not meet an exception for registration under the Oregon Securities Law.
The complaint identifies 31 specific crypto tokens as unregistered securities available for trading on the Coinbase platform, though the allegations are not limited to these: AAVE, ADA, ALGO, AMP, APE, ATOM, AVAX, AXS, CHZ, COMP, DASH, DDX, EOS, FIL, FLOW, ICP, LCX, LINK, MATIC, MIR, MKR, NEAR, POWR, RLY, SAND, SOL, UNI, VGX, wLUNA, XRP, and XYO.
The complaint also alleges that Coinbase offers Prime, a “full-service prime brokerage platform with everything that institutions need to execute trades and custody assets at scale.” Prime routes orders to the Coinbase Platform and to third-party platforms.
Coinbase also allegedly allows issuers to offer crypto assets for sale for the first time and promote them through what Coinbase formerly called the “Asset Hub.”
According to the complaint, Coinbase actively solicits customers. Among other forms of marketing and promotion, Coinbase allegedly announces on its blog and its 6-million-follower Twitter account it first makes a crypto asset available for trading through the Coinbase Platform. Coinbase has allegedly demanded multi-million-dollar fees from issuers to list their crypto tokens on the Coinbase platform.
Coinbase also allegedly solicits the sale of certain crypto securities through its promotion of a crypto asset “staking” program, which allows investors to realize financial returns by transferring crypto assets to Coinbase’s possession and control.
Claims. The complaint alleges that Coinbase sold or successfully solicited sales of the above unregistered crypto securities to Oregon residents in violation of ORS 59.055 and ORS 59.115(1)(a). The complaint further alleges that Coinbase participated or materially aided in the unlawful sale of unregistered securities through its trading platform in violation of ORS 59.115(3).
Relief requested. The complaint seeks a permanent injunction prohibiting the described conduct, a fine of $20,000 for each violation of the Oregon Securities Law, disgorgement, restitution and/or damages, and attorney fees and costs.
Coinbase reaction. Coinbase Chief Legal Officer Paul Grewal slammed the lawsuit in a post on the X social media platform.
“Today the Oregon Attorney General is resurrecting the dead by bringing a copycat case of @SECGov's enforcement action against Coinbase,” Grewal stated.
Grewal added in a Coinbase blog post, “As everyone knows, the war against crypto waged by the previous SEC and its allies is over—crypto won.”
The case is No. 25CV24235.
Attorneys: Dan Rayfeld (Oregon Office of the Attorney General) for the State of Oregon. Keil M. Mueller (Keller Rohrback, L.L.C.) and Julie G. Reiser (Cohen Milstein Sellers & Toll PLLC), Special Assistant Attorneys General for the State of Oregon.
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