Maybe Reasonable @1671

@1671 / co-host of the podcast

[Perran Selina @CryptoPezza]

@kurtwuckertjr

[Maybe Reasonable @1671 @MaybeCoping]

I'm about to get on the crazy hour, tune in now!

[Jack C. Liu @liujackc]

https://t.co/IsDa8lAEFL

[Maybe Reasonable @1671 @MaybeCoping]

@coinyeezy I just purchased Inscription #20171133 for 0.001505 BTC ($44.17) on @ordinalswallet

Check it out! 👇
https://t.co/COGBr9er0e

[Maybe Reasonable @1671 @MaybeCoping]

@kurtwuckertjr gotchu bro

[Maybe Reasonable @1671 @MaybeCoping]

@Orctep @twicrates NYC THERE'S SO MUCH TO DOOOOO!

[Kurt Wuckert Jr @kurtwuckertjr]

Let's see if this tweet can get a billion retweets.

Go.

[Kurt Wuckert Jr @kurtwuckertjr]

Retweet count has been going down since it peaked around 1100.

Why @elonmusk?

[Maybe Reasonable @1671 @MaybeCoping]

@CraigTapscott @depaulo_ryan I ain't readin that but it makes no sense or I agree, whichever applies.

[Maybe Reasonable @1671 @MaybeCoping]

@urbanarson gm

[Maybe Reasonable @1671 @MaybeCoping]

BTC is 10 years behind

[Maybe Reasonable @1671 @MaybeCoping]

@paalsky @LeonidasNFT @saylor they are literally 10 years behind in terms of what they understand

[Maybe Reasonable @1671 @MaybeCoping]

@SecretCFO

[Maybe Reasonable @1671 @MaybeCoping]

this is a great roast of $coin

[John Reed Stark @JohnReedStark]

Some argue that when the SEC approved Coinbase’s IPO, the SEC also approved Coinbase’s business. What a crock and possibly a criminal offense. Yes, you read that correctly -- a criminal offense. Having served as Chief of the SEC Office of Internet Enforcement for 11 years, IMHO, this "safe harbor" defense (i.e. that the SEC somehow ratified Coinbase's business operations) is a surefire loser.

First off, please don't shoot the messenger here, I just seek truth, call 'em as I see 'em, and am most often an SEC critic (and never an SEC shill). I am 100% independent, objective and neutral -- and I have no stake in the outcome of any crypto-litigation or investment. See #5 of My Top Ten List of Twitter Rebuttals at: https://t.co/Ln4NPIldaf

But let's be clear: The SEC's role when "approving" Coinbase's registration statement was merely to ensure that Coinbase made the proper disclosures in their application.

To suggest that the SEC somehow endorsed or approved the various business lines of Coinbase (so Coinbase now has some sort of regulatory safe harbor for everything they do and the SEC is limited by some sort of doctrine of "regulatory estoppel" barring them from charging Coinbase) has no basis in law or in fact.

Merely because two years ago the SEC reviewed Coinbase’s registration statement (which Coinbase often refers to as its "business plan") and approved Coinbase to go public is irrelevant. The same goes for any public company that has ever filed any registration statement with the SEC.

Along these lines, every prospectus or offering document provided to investors has to have what is known as the "SEC No Approval Clause" on its cover.

The "No Approval Clause" typically states something like this:

“The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if the prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.”

The SEC essentially tells investors, we looked at the prospectus and we have no opinion regarding the merits or legalities of its operations. The goal of review is to ensure that investors and potential investors have all the facts before buying a security, not to confirm that any business is legitimate.

The SEC staff reviews registration statements to see if the SEC’s disclosure rules are satisfied. The SEC does not evaluate the merits of securities offerings, or determine whether the securities offered are "good" investments or appropriate for a particular type of investor. Furthermore, the approval of a registration statement is not an SEC endorsement of its products or services or a statement that a registrant will lawfully operate its business. https://t.co/E4OY6EzYpq

The federal registration of securities offerings requires the issuer of the securities to disclose all material information relevant to an informed investment decision. Coinbase met the basic standards for disclosure in its registration statement which was filed, and approved by, the SEC. https://t.co/yHliU4QuoA

No sales of securities in a registered offering may occur until the SEC declares the registration statement effective. A registration statement typically becomes effective by order of the SEC. In declaring a registration statement effective under the Securities Act of 1933, the Commission does not consider the merits of the offering, but whether all material information is disclosed. In such reviews, the SEC staff concentrates on disclosures that appear to conflict with SEC rules or the applicable accounting standards and on disclosure that appears to be materially deficient in explanation or clarity. The SEC staff ’s review often results in revisions to the prospectus. However, the review process is not a guarantee that a company’s disclosure is complete or accurate. https://t.co/T8jiXEd2TE

For example, if the SEC approves the registration of a drug company that offers a cure for heart disease, the SEC has not approved that the drug is safe. If the SEC approves the registration statement of an electric car company, the SEC has not approved that the cars produced are safe or that the brakes on the cars will function correctly.

UCLA law Professor Stephen Bainbridge neatly sums up the origins of the SEC review process as follows: (https://t.co/izbeYUh51l)

"Back in 1933, Congress considered three different models of securities regulation that states used in their blue sky laws:

--The merit model: Review by a state official of a proposed offering of securities to determine whether the deal included provisions that were “unfair, unjust, inequitable or oppressive” and whether it offered “a fair return.”

--The fraud model: Simply prohibit fraud in the sale of securities, with civil and/or criminal penalties for committing fraud.

--The disclosure model: Allow issuers to sell very risky or even unsound securities, provided they gave buyers enough information to make an informed investment decision.

In adopting the Securities Act of 1933, Congress opted for a mix of the latter two approaches. As a result, there is no merit review of whether investors will earn a decent return or the terms of the deal are fair. In theory, the act allows you to sell investors a rotten egg, as long as you tell them very clearly that the egg is rotten."

Finally, Coinbase's Form S1 Registration Statement under the Securities Act of 1933, the form that Coinbase filled out to become a public company and the form that the SEC reviewed, disclosed that there is regulatory uncertainty regarding the status of their activities” and that Coinbase could be subject to a litany of civil, criminal, and administrative fines, penalties, orders and actions (which is exactly what is happening right now).

In other words, Coinbase attested to the risks of their operations, stating unequivocally that: "A particular crypto asset’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty and if we are unable to properly characterize a crypto asset, we may be subject to regulatory scrutiny, investigations, fines, and other penalties, and our business, operating results, and financial condition may be adversely affected."

In fact, Coinbase's risk disclosure relating to the SEC Wells Notice is extensive and sprinkled throughout Coinbase's Form S1. Here's another example:

"Our business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which we operate, including those governing financial services and banking, trust companies, securities, broker-dealers and ATS, commodities, credit, crypto asset custody, exchange, and transfer, cross-border and domestic money and crypto asset transmission, consumer and commercial lending, usury, foreign currency exchange, privacy, data governance, data protection, cybersecurity, fraud detection, payment services (including payment processing and settlement services), consumer protection, escheatment, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing. Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, crypto assets, and related technologies. As a result, they do not contemplate or address unique issues associated with the cryptoeconomy, are subject to significant uncertainty, and vary widely across U.S. federal, state, and local and international jurisdictions. These legal and regulatory regimes, including the laws, rules, and regulations thereunder, evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the cryptoeconomy requires us to exercise our judgement as to whether certain laws, rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, revocation of licenses, limitations on our products and services, reputational harm, and other regulatory consequences." https://t.co/Ci75zDHhBc

This failed argument of "regulatory estoppel" is yet another bogus smokescreen designed to deflect and dissemble. And if the SEC files an enforcement action against Coinbase, it's also yet another reason why Coinbase will lose in litigation.

For more reasons why Coinbase will lose if the SEC Charges them, see "Why Coinbase Will Lose Its Battle With the SEC (Wells Notice Edition)" at: https://t.co/Zv3ksz5WJp

[Maybe Reasonable @1671 @MaybeCoping]

@coinyeezy @WhaleChart when clay rockos

[Maybe Reasonable @1671 @MaybeCoping]

@scrappersNFT

[Maybe Reasonable @1671 @MaybeCoping]

Bitcoin is now the elephant in the crypto room.

[Maybe Reasonable @1671 @MaybeCoping]

bro please stop noooticing

[WF @WhaleFUD]

BTC is unusable, why not just use something else like BSV?

[Maybe Reasonable @1671 @MaybeCoping]

lmao the horse hatched

[Maybe Reasonable @1671 @MaybeCoping]

the real ordinals red pill

[Maybe Reasonable @1671 @MaybeCoping]

@slashlazz hahaha it finally hatched

[Maybe Reasonable @1671 @MaybeCoping]

the real ordinals red pill