Ripple’s $10 Million Settlement Rejected by SEC, Deemed Insufficient

The U.S. Securities and Exchange Commission (SEC) has pushed back against Ripple’s attempt to lessen its fines. Last week, Ripple highlighted the SEC’s recent $4.47 billion settlement with Terraform Labs to argue against the severity of their own penalties.

Ripple, a San Francisco-based payments company, referenced the Terraform Labs settlement to showcase the “unreasonableness” of the SEC’s civil penalty in their case. The SEC had settled with Terraform Labs after it defrauded investors, resulting in a $4.05 billion disgorgement, $420 million civil fine, and $80 million penalty for founder Do Kwon. Ripple’s lawyers pointed out that the $420 million civil penalty represents about 1.27% of Terraform’s $33 billion gross sales. They stated, “In comparable (and even in more egregious) cases, the SEC has agreed to civil penalties ranging from 0.6% to 1.8% of the defendant’s gross revenues. Terraform fits that pattern. Here, by contrast, the SEC seeks a civil penalty far exceeding that range, even though there are no allegations of fraud in this case and Institutional Buyers did not suffer substantial losses.”

SEC’s Rebuttal

However, the SEC argued that settlements have “limited value” in determining litigation penalties. The SEC emphasized that Ripple’s comparison doesn’t hold water because Ripple hasn’t agreed to any similar concessions. They stated, “In asking the Court to tether its penalty determination in this case to the settlement in Terraform, Ripple fails to note that the corporate defendant there is in bankruptcy, going ‘out of business for good,’ burning the keys to all of its crypto asset securities, agreeing to return a significant amount to investors in those securities, and removing two of the board members in charge at the time of the violations. The SEC took all these factors in agreeing to a settlement, and repeatedly cited them as the facts relevant for the court to approve the settlement under applicable law. Ripple is agreeing to none of this relief – in fact, Ripple is agreeing to nothing.”

The SEC sued Ripple in late 2020 for allegedly selling XRP as an unregistered security. Last year, US District Judge Analisa Torres ruled that Ripple’s automated, open-market sales of XRP did not constitute security offerings. However, she agreed with the SEC that Ripple’s direct sales of XRP to institutional buyers were indeed securities offerings.

In March, the SEC requested the court to order Ripple to pay $876,308,712 in disgorgement, $198,150,940 in prejudgment interest, and a $876,308,712 civil penalty, totaling around $1.95 billion. Ripple’s lawyers argue that a $10 million penalty would appropriately reflect the percentage of the company’s actual gross revenues from pre-complaint institutional sales.

The SEC countered this, stating, “Ripple avoids comparing the Terraform settlement’s penalty to the gross profit of the violative conduct. That ratio ($420 million/$3.587 billion) is significantly higher: 11.7%. Applying it to the $876.3 million in gross profits the SEC here asks the Court to disgorge results in a much larger figure, a $102.6 million penalty, than the $10 million ceiling Ripple insists on. And, for the reasons previously set forth, that low of a penalty would not satisfy the purposes of the civil penalty statutes.”