Here’s the intro from this Cooley Alert penned by William Pao, Alexander Galicki, Michelle Doolin, Rodrigo Seira and Derek Colla:
“Crypto is now in Washington’s good graces – or at least that’s how it may seem. The return of the Trump administration has injected new energy into the crypto asset space, with sweeping rhetoric about “unleashing innovation” and a flurry of early moves that suggest a dramatically more hands-off regulatory approach. The president’s appointment of pro-crypto voices to key posts at the Securities and Exchange Commission (SEC) and Commodity Futures Trading Commission, along with the rescission of several aggressive enforcement policies, has crypto advocates optimistic about a long-awaited turn in the tide.
One of the most consequential shifts? A growing recognition that many types of crypto asset transactions are not securities transactions. The SEC has issued separate notices clarifying that transactions involved in crypto-mining operations, fiat-backed stablecoins, and meme coins lacking a central issuer or profit-sharing mechanism do not fall under the scope of federal securities laws. Although SEC guidance is not legally binding on courts, this emerging clarity has removed a significant cloud of regulatory uncertainty. Crypto companies can now operate with more assurance, knowing that routine activities are less likely to trigger registration violations or SEC scrutiny.
But don’t pop the champagne just yet. The plaintiffs’ bar is already pivoting – and where there are allegations of fraud, securities laws are just one arrow in the quiver. Even if certain crypto asset transactions are not securities transactions, crypto defendants remain vulnerable to lawsuits under state consumer protection statutes, deceptive trade practices acts and common law tort theories, like fraud and misrepresentation.
Take Rojas v. Kelsier Ventures LLC, No. 650201/2025 (N.Y. Sup. Ct., filed January 10, 2025), a case that captures this evolving playbook. The complaint alleges that Kelsier Ventures, KIP Protocol, Meteora and their principals orchestrated a hype-driven scheme around the $LIBRA meme coin – infamously promoted by Argentine President Javier Milei – that led to a rapid boom and bust, wiping out millions in token purchases. The plaintiffs bring no securities claims. Instead, the suit relies entirely on New York’s consumer protection law, along with claims for negligent misrepresentation and unjust enrichment.”
Authored by
Broc Romanek