CRYPTOCURRENCIES - Application of securities laws - Prospectus requirements or exemption

Law360 Canada ( June 27, 2025, 3:36 PM EDT) -- Appeal by appellant (Shirodkar) from court decision dismissing his action against respondent (Coinbase). The appellant sought a declaration that the crypto rights contracts and tokens sold and distributed on the Coinbase trading platform met the definition of securities in the Ontario Securities Act (Act) and analogous provisions in other provincial securities statutes. He argued that Coinbase Global, Inc. and its subsidiaries violated the Act by failing to meet statutorily mandated disclosure and registration requirements. The appellant purchased and sold cryptocurrency assets through Coinbase. However, the respondents argued that the Coinbase platform functioned as a marketplace that allowed users to enter transactions with other users to buy and sell digital assets. Coinbase had no “brick and mortar” locations through which it offered services. Its platform was accessible only online. The appellant sought to lead a class action against the respondents, alleging violations of the Act and other provincial securities statutes. The appellant proposed to certify the claim on behalf of all Canadians who transacted with the respondents. The motion judge dismissed the action against non-Canadian respondents, finding that the courts lacked jurisdiction over them. Although the court had jurisdiction over Coinbase Canada, the judge stayed the action, determining that Ireland was a more appropriate forum for adjudication. The appellant argued that the motion judge erred in her analysis of jurisdiction simpliciter and forum non conveniens, particularly in interpreting the user agreement with Coinbase Canada and failing to consider the interconnected nature of Coinbase entities. He contended that the decision deprived Canadians of access to justice....
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