MOTION for Leave to File Amicus Curiae Brief by Circle Internet Financial LLC. (Attachments: # (1) Amicus Curiae Brief, # (2) Text of Proposed Order)(Roth, Jacob)
Page 1 IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
v.
BINANCE HOLDINGS LIMITED, et al.,
Defendants.
)
)
)
)
)
)
)
)
)
)
CIVIL ACTION NO. 1:23-cv-
MOTION OF CIRCLE INTERNET FINANCIAL, LLC
FOR LEAVE TO FILE AN AMICUS CURIAE BRIEF IN SUPPORT OF
NEITHER PARTY ON DEFENDANTS’ MOTIONS TO DISMISS
Proposed amicus, Circle Internet Financial, LLC, respectfully requests leave to file the
attached amicus curiae brief in support of neither party on defendants’ motions to dismiss.
Pursuant to Local Civil Rules 7(m) and (o), Circle states that it has contacted counsel for both
plaintiff and defendants. The SEC states that it does not take a position at this time, but “reserves
its right to object to the filing of the brief upon review of the filing.” Defendants consent to the
filing of Circle’s amicus brief. A proposed order accompanies this motion.
Federal district courts have “broad discretion” to grant a proposed amicus leave to
participate in cases. Nat’l Ass’n of Home Builders v. U.S. Army Corps of Eng’rs, 519 F. Supp. 2d
89, 93 (D.D.C. 2007). Leave is appropriate when a proposed amicus can provide information that
is “‘timely and useful,’” such as when a movant has “a special interest in this litigation as well as
a familiarity and knowledge of the issues raised therein that could aid in the resolution of this
case.” Ellsworth Assocs. v. United States, 917 F. Supp. 841, 846 (D.D.C. 1996) (quoting Waste
Mgmt. of Pa. v. City of York, 162 F.R.D. 34, 36 (M.D. Pa. 1995)). Thus, “[a]n amicus brief should
normally be allowed when the amicus has … perspective that can help the court beyond the helpPage 2 that the lawyers for the parties are able to provide.” Mashpee Wampanoag Tribe v. Bernhardt,
No. 18-cv-2242, 2020 WL 2615523, at *1 (D.D.C. May 22, 2020) (cleaned up). That precisely
describes Circle’s role here.
Circle Internet Financial, LLC is a global financial technology company that works to
increase economic opportunity and prosperity through the power of digital currency. Circle is the
issuer of USDC, one of the world’s most popular payment stablecoins. Like other U.S. dollarbacked payment stablecoins, USDC is a digital asset designed to be used to make payments or
settlements, whose redemption value is pegged to the U.S. dollar at a 1:1 ratio.
Circle has a strong interest in this case because the SEC has alleged that Binance has
offered BUSD—its competing payment stablecoin—as an unregistered security. This marks the
first time that the SEC has taken enforcement action in the context of bona fide payment
stablecoins. So the resolution of this case has significant implications for the regulatory landscape
in this important context.
As a leading issuer of payment stablecoins, Circle has considerable expertise in this sector
and therefore can assist the Court in understanding and evaluating the SEC’s stablecoin-specific
allegations. Circle’s proposed amicus brief provides clarifying background on the importance of
payment stablecoins and how they work. It also provides important legal analysis for how payment
stablecoins fit—or more precisely, generally do not fit—in the framework of the SEC’s authority
under the federal securities laws. In doing so, Circle provides much more extensive analysis of
payment stablecoins than the parties can provide in their briefs, given the range of issues in this
case beyond the legal status to be accorded payment stablecoins. Accordingly, this Court should
grant Circle’s motion for leave to file its amicus brief here. Page 3 CONCLUSION
For these reasons, Circle respectfully requests that it be granted leave to file the attached
amicus curiae brief.
Dated: September 28,
Respectfully submitted,
/s/ Jacob (“Yaakov”) M. Roth
Heath P. Tarbert (D.C. Bar No. 468065)** Yaakov M. Roth (D.C. Bar No. 995090)
Alexis Zhang (D.C. Bar No. 90008032)*
Daniel Kaleba**
JONES DAY
Jeremy Gray**
51 Louisiana Avenue, N.W.
CIRCLE INTERNET FINANCIAL, LLC
Washington, D.C. 99 High Street, Suite Telephone: 202.879.Boston, MA yroth@jonesday.com
Telephone: 617.326.heath.tarbert@circle.com
Mark W. Rasmussen**
JONES DAY
2727 North Harwood Street, Suite Dallas, TX Telephone: 214.220.mrasmussen@jonesday.com
Eric Tung**
JONES DAY
555 South Flower Street, Fiftieth Floor
Los Angeles, CA Telephone: 213.489.etung@jonesday.com
*admission pending
**pro hac forthcoming
Counsel for Amicus Curiae Page 4 CERTIFICATE OF SERVICE
I hereby certify that on September 28, 2023, I electronically filed the foregoing document
with the Clerk of the Court using CM/ECF, which will send notification of such filing to all counsel
of record.
/s/ Jacob (“Yaakov”) M. Roth
Yaakov M. Roth
PDF Page 1
PlainSite Cover Page
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Case 1:23-cv-01599-ABJ-ZMF Document 133 Filed 09/28/23 Page 1 of 4
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF COLUMBIA
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
v.
BINANCE HOLDINGS LIMITED, et al.,
Defendants.
)
)
)
)
)
)
)
)
)
)
CIVIL ACTION NO. 1:23-cv-01599
MOTION OF CIRCLE INTERNET FINANCIAL, LLC
FOR LEAVE TO FILE AN AMICUS CURIAE BRIEF IN SUPPORT OF
NEITHER PARTY ON DEFENDANTS’ MOTIONS TO DISMISS
Proposed amicus, Circle Internet Financial, LLC, respectfully requests leave to file the
attached amicus curiae brief in support of neither party on defendants’ motions to dismiss.
Pursuant to Local Civil Rules 7(m) and (o), Circle states that it has contacted counsel for both
plaintiff and defendants. The SEC states that it does not take a position at this time, but “reserves
its right to object to the filing of the brief upon review of the filing.” Defendants consent to the
filing of Circle’s amicus brief. A proposed order accompanies this motion.
Federal district courts have “broad discretion” to grant a proposed amicus leave to
participate in cases. Nat’l Ass’n of Home Builders v. U.S. Army Corps of Eng’rs, 519 F. Supp. 2d
89, 93 (D.D.C. 2007). Leave is appropriate when a proposed amicus can provide information that
is “‘timely and useful,’” such as when a movant has “a special interest in this litigation as well as
a familiarity and knowledge of the issues raised therein that could aid in the resolution of this
case.” Ellsworth Assocs. v. United States, 917 F. Supp. 841, 846 (D.D.C. 1996) (quoting Waste
Mgmt. of Pa. v. City of York, 162 F.R.D. 34, 36 (M.D. Pa. 1995)). Thus, “[a]n amicus brief should
normally be allowed when the amicus has … perspective that can help the court beyond the help
PDF Page 3
Case 1:23-cv-01599-ABJ-ZMF Document 133 Filed 09/28/23 Page 2 of 4
that the lawyers for the parties are able to provide.” Mashpee Wampanoag Tribe v. Bernhardt,
No. 18-cv-2242, 2020 WL 2615523, at *1 (D.D.C. May 22, 2020) (cleaned up). That precisely
describes Circle’s role here.
Circle Internet Financial, LLC is a global financial technology company that works to
increase economic opportunity and prosperity through the power of digital currency. Circle is the
issuer of USDC, one of the world’s most popular payment stablecoins. Like other U.S. dollarbacked payment stablecoins, USDC is a digital asset designed to be used to make payments or
settlements, whose redemption value is pegged to the U.S. dollar at a 1:1 ratio.
Circle has a strong interest in this case because the SEC has alleged that Binance has
offered BUSD—its competing payment stablecoin—as an unregistered security. This marks the
first time that the SEC has taken enforcement action in the context of bona fide payment
stablecoins. So the resolution of this case has significant implications for the regulatory landscape
in this important context.
As a leading issuer of payment stablecoins, Circle has considerable expertise in this sector
and therefore can assist the Court in understanding and evaluating the SEC’s stablecoin-specific
allegations. Circle’s proposed amicus brief provides clarifying background on the importance of
payment stablecoins and how they work. It also provides important legal analysis for how payment
stablecoins fit—or more precisely, generally do not fit—in the framework of the SEC’s authority
under the federal securities laws. In doing so, Circle provides much more extensive analysis of
payment stablecoins than the parties can provide in their briefs, given the range of issues in this
case beyond the legal status to be accorded payment stablecoins. Accordingly, this Court should
grant Circle’s motion for leave to file its amicus brief here.
2
PDF Page 4
Case 1:23-cv-01599-ABJ-ZMF Document 133 Filed 09/28/23 Page 3 of 4
CONCLUSION
For these reasons, Circle respectfully requests that it be granted leave to file the attached
amicus curiae brief.
Dated: September 28, 2023
Respectfully submitted,
/s/ Jacob (“Yaakov”) M. Roth
Heath P. Tarbert (D.C. Bar No. 468065)** Yaakov M. Roth (D.C. Bar No. 995090)
Alexis Zhang (D.C. Bar No. 90008032)*
Daniel Kaleba**
JONES DAY
Jeremy Gray**
51 Louisiana Avenue, N.W.
CIRCLE INTERNET FINANCIAL, LLC
Washington, D.C. 20001
99 High Street, Suite 1801
Telephone: 202.879.3939
Boston, MA 02110
yroth@jonesday.com
Telephone: 617.326.8326
heath.tarbert@circle.com
Mark W. Rasmussen**
JONES DAY
2727 North Harwood Street, Suite 500
Dallas, TX 75201
Telephone: 214.220.3939
mrasmussen@jonesday.com
Eric Tung**
JONES DAY
555 South Flower Street, Fiftieth Floor
Los Angeles, CA 90071
Telephone: 213.489.3939
etung@jonesday.com
*admission pending
**pro hac forthcoming
Counsel for Amicus Curiae
3
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Case 1:23-cv-01599-ABJ-ZMF Document 133 Filed 09/28/23 Page 4 of 4
CERTIFICATE OF SERVICE
I hereby certify that on September 28, 2023, I electronically filed the foregoing document
with the Clerk of the Court using CM/ECF, which will send notification of such filing to all counsel
of record.
/s/ Jacob (“Yaakov”) M. Roth
Yaakov M. Roth
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