SEC Strikes Again: Cumberland DRW Charged For ‘Unregistered Crypto Operations’

The US Securities and Exchange Commission (SEC) has stepped up its regulatory scrutiny of the crypto industry by charging Cumberland DRW LLC with operating as an “unregistered dealer”, underscoring the agency’s relentless enforcement approach that has come under increasing criticism from stakeholders and advocates in the digital asset space.

In a statement released on Thursday, the SEC revealed that Chicago-based Cumberland DRW is accused of trading over $2 billion in crypto assets offered and sold as alleged “securities” in violation of federal registration requirements designed to protect investors. 

The SEC’s complaint alleges that Cumberland has been engaging in these activities since at least March 2018, acting as an “unregistered dealer” by buying and selling crypto assets for its own accounts as part of its regular business operations.

According to the firm’s website, it provided “deep, reliable liquidity” in crypto assets, as well as investing in technology, claiming to have decades of experience in the field. 

Cumberland DRW has publicly positioned itself as “one of the world’s leading liquidity providers” in the digital asset market, operating around the clock and executing trades with counterparties via telephone and its online platform, Marea. 

Cumberland also offered spot cryptocurrency liquidity, and operations for “dozens” of cryptocurrencies, including stablecoins, for institutional investors in the market. Other services offered by the company included options and futures trading, bilateral crypto options, and non-deliverable forwards. 

The SEC further alleges that Cumberland has been trading crypto assets treated as investment contracts on third-party exchanges. Jorge G. Tenreiro, Acting Chief of the SEC’s Crypto Assets and Cyber Unit, stated: 

The federal securities laws require all dealers in all securities to register with the Commission, and those who operate in the crypto asset markets are no exception. 

The SEC’s Head Of the digital assets divison noted that despite industry claims equating crypto asset sales to commodity sales, the SEC’s complaint asserts that Cumberland, the issuers, and investors viewed the transactions as investments in securities. Tenreiro further alleged: 

Cumberland profited from its dealer activity in these assets without providing investors and the market with the important protections afforded by registration.

The SEC’s complaint was filed in the US District Court for the Northern District of Illinois and charges Cumberland with violating Section 15(a) of the Securities Exchange Act of 1934. The agency is seeking permanent injunctive relief, recovery of ill-gotten gains, prejudgment interest, and civil penalties against the firm.

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