OpenSea’s Plea to SEC: Spare Us the Drama of Regulation!

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In a manner most earnest, the esteemed marketplace of non-fungible tokens, OpenSea, hath beseeched the United States Securities and Exchange Commission to kindly refrain from subjecting NFT marketplaces to the rigors of federal securities laws. 🎭

“Pray, let it be known that NFT marketplaces such as ours do not fall under the purview of exchanges as defined by federal securities laws,” declared Adele Faure and Laura Brookover, the sagacious legal minds of OpenSea, in a missive dated April 9 to Commissioner Hester Peirce, the illustrious leader of the agency’s Crypto Task Force. 📜

With the precision of a well-sharpened quill, Faure and Brookover contended that NFT marketplaces fail to meet the legal criteria of an exchange, for they neither execute transactions, nor act as intermediaries, nor gather multiple sellers for the same asset. “The Commission’s past enforcement actions have sown confusion,” they lamented. “We implore thee to dispel this fog and safeguard the ability of US technology companies to flourish in this domain.” 🌫️

“In crafting this guidance, the Crypto Task Force ought to address the application of exchange regulations to marketplaces for non-fungible assets, much like the recent pronouncements on memecoins and stablecoins,” they added with a flourish. 🖋️

In a notice published on April 4, the SEC decreed that stablecoins meeting certain criteria shall be deemed “non-securities” and thus exempt from transaction reporting requirements. Meanwhile, the SEC’s division of corporation finance declared in a February 27 statement that memecoins, though whimsical, are not securities but rather akin to collectibles. 🐸

OpenSea Declares: NFT Marketplaces Are No Brokers!

Faure and Brookover further argued that the Crypto Task Force should exempt NFT marketplaces like OpenSea from the obligation to register as brokers, for they neither dispense investment advice, nor execute transactions, nor hold custody of customer assets. “We beseech the SEC to clarify this matter by issuing informal guidance. In the fullness of time, we humbly request that NFT marketplaces like ours be exempt from proposed broker regulation,” they concluded with a bow. 🙇‍♀️

Under the Trump administration, the SEC has gradually softened its once-stern approach to cryptocurrency, a stance forged under the tenure of former Chair Gary Gensler. The regulator has dismissed several enforcement actions previously initiated against crypto firms and has ceased investigations into alleged securities law violations, including one involving OpenSea. 🕊️

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2025-04-10 09:36