Here Are The Two Unsealed 2012 Ripple Memos
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February 18, 2022 10:36 pm
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We’ve heard all week long about the infamous 2012 Ripple Memos.
Would they be unsealed?
Would they not?
We finally found out yesterday and the answer is Ripple Labs fully supports their unsealing.
You have to wonder if Ripple played the ultimate rope-a-dope…
File the under seal, make the SEC think they desperately wanted them kept confidential when in reality they were the key piece of evidence…and then when the SEC presses to unseal them suddenly say you agree 100%.
Interesting…
Because that’s exactly what happened when Ripple wrote a letter to the Court saying they did not oppose the unsealing of the Memos and the Court then issued this ruling:
The Memos were then unsealed and you can view them here:
#XRPCommunity #XRP #SECGov v. #Ripple #XRP BREAKING: BELOW ARE THE TWO LEGAL MEMOS THAT HAVE NOW BEEN UNSEALED.https://t.co/I5TsOcAUq6https://t.co/upcQc2Z8pK
— James K. Filan 🇺🇸🇮🇪 (@FilanLaw) February 18, 2022
And also on Crypto-Law.us right here:
XRP’s General Counsel Stuart Alderoty was very pleased with the release:
Statement from @Ripple General Counsel @s_alderoty to FOX Business on the unsealing of the 2012 memos:
“We are pleased with the Court’s order to release these documents to the public. The documents show a “compelling” legal analysis that Ripple received in 2012 that XRP is
— Eleanor Terrett (@EleanorTerrett) February 18, 2022
Brad Garlinghouse also took what appeared to be a victory lap:
The truth is out for everyone to read. What we see is that the SEC waited 8 years to decide they disagreed with this analysis, decimating thousands and thousands of XRP holders (who they purport to protect) in the process. So much for being mission-driven… https://t.co/VjGeyMxDy2
— Brad Garlinghouse (@bgarlinghouse) February 19, 2022
James K. Filan (an attorney) offers this opinion after review:
1/5 Overall favorable to Ripple and the Individual Defendants. Both memos are from Perkins Coie. The first memo was prepared in February 2012 and sent to Jed McCaleb and Jesse Powell. It says that if NewCoin is sold in what now would look like an ICO
— James K. Filan 🇺🇸🇮🇪 (@FilanLaw) February 18, 2022
2/5 (I didn’t see the term ICO used), it would be likely that it would be considered a security. But Ripple then revised its business plan and went back to Perkins Coie, which issued a second memo in October 2012. This second memo was sent to Chris Larsen and Jed McCaleb.
— James K. Filan 🇺🇸🇮🇪 (@FilanLaw) February 18, 2022
3/5 The October memo was more positive and while it said that there was a “small” risk that the SEC could disagree, Perkins Coie concluded that Ripple Credits should not be considered securities. The memo also suggested steps Ripple could take to minimize the risk that the SEC
— James K. Filan 🇺🇸🇮🇪 (@FilanLaw) February 18, 2022
4/5 would disagree with Perkins Coie. The memos cover the full landscape of legal issues (not just the issue of securities) and I think show how careful Ripple was trying to be. Also, this was 5 years before the SEC really even started talking about digital tokens.
— James K. Filan 🇺🇸🇮🇪 (@FilanLaw) February 18, 2022
5/5 It seems to me that Ripple was being very proactive, which is very important. There certainly is nothing in these memos that suggests that Ripple was being reckless or ignored any substantial risks. In fact, the memos suggest the opposite – that Ripple was being careful.
— James K. Filan 🇺🇸🇮🇪 (@FilanLaw) February 18, 2022
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