Home Coinbase Interview: Coinbase legal team talk crypto

Interview: Coinbase legal team talk crypto

32 min read

Following Coinbase’s
profitable direct itemizing on the Nasdaq change in New York, IFLR managing
editor John Crabb sat down with the corporate’s chief authorized officer Paul Grewal, deputy common
counsel Juan Suarez and affiliate common counsel Doug Sharp to debate the IPO,
authorized innovation and the way forward for the corporate.


Thanks all very
a lot for agreeing to this interview at the moment, I’ll begin with a pleasant straightforward query.
You efficiently listed on the Nasdaq final week, are you able to discuss me via the
IPO. Have been there any bumps within the highway or did issues run to plan?


Properly, firstly thanks for taking the time to speak to us
at the moment. Because the chief authorized officer, I’ve numerous opinions about how easy
the highway was, however general it was a far much less eventful path to itemizing than we
anticipated given the complexities we had been confronting. The credit score for nearly all
of that, if not all of it, goes to Doug, Juan and the others who lead the
company authorized staff right here at Coinbase.

Once we first kicked off our work to turn out to be a public
firm, we had been conscious that there can be numerous distinctive challenges for
Coinbase, separate from the challenges that each firm trying to go public
faces. First, we might be the primary crypto firm – definitely of our scale – to
go public, notably by way of giving correct assurances to the securities
regulators that we had been in shipshape for all times as a public firm. That offered
some distinctive challenges.

We additionally decided comparatively early on within the course of
to pursue a direct itemizing fairly than a standard IPO. That added its personal
complexities in that there has solely been a handful of different corporations which have
efficiently made the transition in that means. The third stand out problem
that we confronted alongside the best way was the quickly shifting institutional and
public appreciation for crypto, together with bitcoin, as a viable, and certainly an
vital, asset class.

See additionally: Coinbase IPO will be a turning point

Over the course of this era, we additionally noticed not fairly a sea
change however a significant shift in attitudes amongst vital institutional
stakeholders about our whole trade and the chance it presents. That
created challenges alongside the best way that we could or could not have totally anticipated
once we acquired began.

Might you discuss me
via the choice to go for a direct itemizing fairly than a extra conventional
IPO route?


There have been two important causes. Firstly, with a traditional
IPO the prevailing purpose for corporations is to lift cash. Coinbase has been
tremendously lucky and profitable to date, so we didn’t really feel that there was
a have to undergo a standard IPO route to lift funds.

Secondly, an enormous a part of what we’re all right here to do is to
enhance financial freedom on this planet and open up the monetary system for
better participation. We appreciated the concept of a direct itemizing, which is a
real value discovery public sale course of, the place we go straight to the market and
promote the corporate inventory with out quite a lot of intermediation via bankers or
underwriters. It’s in line with the thematic of the enterprise and we thought
it was a really a lot an on-brand solution to take the corporate public
this fashion. We had been excited to be among the many first group of corporations to discover
this mannequin.

You simply mentioned that
the sort of the purpose was to not increase cash as such. So what was the purpose
behind the concept of itemizing?


Taking an organization public is a pure half
of the trajectory for any rising enterprise. We felt this was one other vital
milestone within the progress and maturation of Coinbase. Direct listings make
liquidity obtainable to shareholders and workers of the enterprise, which is an
vital a part of the evolution of any enterprise.

We’ve got reached a degree of maturity unmatched by another
crypto companies, in that we’re a public reporting firm and registered
with the SEC [Securities and Exchange Commission]. As such, we see this as an
vital threshold to maneuver via however clearly is just not an finish unto itself. This
was one milestone alongside the journey, there’s after all much more work to do however
we really feel very pleased with the work we have performed and the success of the of the

Was that call
tied to your option to decide to record on the Nasdaq?


We had been excited by the Nasdaq staff. We used their personal market platform to assist drive value discovery previous to the
direct itemizing and their know-how is superb. There have been numerous engaging
elements, certainly one of which was that we had been capable of safe the COIN
with them, which was an vital branding second for us.

Within the run as much as the
IPO, I noticed commentary on social boards from folks suggesting it could have
been extra applicable for Coinbase to make use of a distinct solution to register the IPO, suggesting
that utilizing a blockchain would have been extra of a press release on your help of
the technological facet of issues. Did you think about this? Is there a means the
whole course of may very well be modernised to include new monetary applied sciences?


We predict the chance for corporations to record their fairness
securities within the type of tokens on Coinbase is extraordinarily vital for the
future, and one thing we’re very fascinated with pursuing. We’re speaking to
regulators and others about how greatest to go about that, we
are very keen to assist crack that nut.


Though this was not a part of the S-1 form, Coinbase could be very fascinated with exploring the
realm of alternative and blazing a path on this planet of tokenised securities.
That is a part of the explanation that we invested in – and proceed to put money into – a
dealer seller and various buying and selling system (ATS) that may allow the buying and selling
of tokenised fairness securities.

Following on from
this, are you able to clarify the explanation to amass Keystone Capital Corp in 2018?


There’s a big alternative within the safety markets as far
as blockchain know-how is worried. There are distinctive alternatives to vary
settlement timelines, entry degree liquidity, and at a basic degree enhance efficiencies and alter the best way buying and selling, and even capital formation,
can work. We’re on the excessive early phases, nonetheless exploring the realms of
risk within the securities markets and what know-how can unlock.

See additionally: FATF and the future of decentralised finance

Our view is that if Coinbase doesn’t take a lead on making an attempt
to resolve a few of these exhausting questions and carry out a few of these early stage
merchandise round blockchain and in securities, then who will? We don’t assume
that there’s one other firm on the market placing the sort of assets into the mandatory
relationships with the regulators or into the primary rules of authorized work
that we do, simply to permit this to work.

We’re excited to be the vanguard of what may very well be an thrilling
new know-how. The crucial factor we want is a house for tokenised securities
to commerce in a way that’s compliant with US securities legal guidelines. The acquisition
is one piece of a puzzle that may enable us to launch these merchandise.


We’re unwilling to supply these services in a
method that isn’t compliant with the legislation. We’re greater than prepared to try to fail as a matter of market acceptance and buyer
demand. With these two rules firmly in thoughts, Coinbase is uniquely located
to make this stuff occur – however it can be crucial that we achieve this in a means that
is in line with our core rules.

A number of weeks in the past, I
wrote an op-ed that said the Coinbase
IPO would be a turning point
for the crypto trade, arguing that the
further regulatory oversight you’ll get from being a listed firm would
be an vital step within the evolution of the sector. Is that this one thing you
agree with, do you assume this can be a turning level?


I definitely agree that the Coinbase itemizing was an enormous
second, not only for Coinbase however for the trade as a complete. The popularity that crypto has not simply arrived however
it’s right here to remain actually will profit each the crypto trade and the crypto
financial system as a complete. I totally agree with that assertion.

For corporations past Coinbase, and people fascinated with
crypto on Coinbase, the itemizing is a recognition that regulators, policymakers,
and trade, now have frequent trigger to determine make a few of these
services work in ways in which matter to actual folks to resolve actual
issues. In that sense, it was an vital milestone for everybody
within the success and proliferation of crypto.

In September 2020,
Bryan Armstrong mentioned that Coinbase is a mission-focused firm – centered on
increasing the usage of crypto. What steps has Coinbase taken to do this currently,
in addition to from the IPO?


We’ve got taken a ‘crawl, stroll
run’ method to growing alternatives in crypto for our customers and our
clients. Buying and selling has confirmed to be an vital first step for us and for the broader
trade, however the better pleasure and our long run focus is on merchandise
that transcend easy buying and selling to incorporate different merchandise like credit score lending and
securities, for instance. We consider this stuff belong within the crypto financial system
in a compliant to regulatory means.

See additionally: The EU tightens its grip on crypto assets

Past monetary providers, we additionally assume that the blockchain
itself provides some basic alternatives to resolve issues that go far
past simply the saving, investing or spending. That’s the reason, for instance, we
lately introduced that we’re committing 10% of our assets to moonshots
that may give attention to long run bets that will not bear fruit for years, however that
we expect are vital for the cutting-edge.

Shortly earlier than the
IPO, the crypto change Binance listed a inventory token referred to as “COIN” which
allowed change customers to commerce fractional Coinbase shares. Is that one thing
they mentioned with you beforehand?


We’ve got not mentioned with that with them, and we don’t
actually have a lot to say about it.


As Doug says, it isn’t actually one thing now we have any say or
frankly, a lot curiosity in.

Final week, you
introduced that you’d record Tether, or USDT, a coin that has had its truthful
share of criticism. What was the choice behind that and is that this a sign
that you just help the challenge regardless of the inquiry from the New York State
Legal professional Normal?


We’ve got come to understand and perceive that there’s a
nice deal of curiosity amongst our clients in gaining access to Tether on our
platform. Clearly, we had been very fascinated with assembly that demand and
offering optionality in terms of Tether the place applicable. We had been very
clear that we might be itemizing USDT on Coinbase Professional, however solely in a way
in line with the situations that we specified by our announcement.

The principle factor I’d simply say about that call is that
we’re nicely conscious of the regulatory curiosity in USDT, and positively pay very
cautious consideration to what regulators must say about it. We’re assured we
can provide Tether in a means that respects the wants of our regulators, and meet
the robust market demand for the asset.

There have been
ideas that among the administration staff, together with you Paul, had been dumping
shares post-IPO for max acquire. What do you make of the claims?


I’ve all types of ideas, which appeared on Twitter, however
will fortunately elaborate on. Firstly, I’ve no shares to promote so didn’t
personally do that. For these executives who selected to promote a comparatively small
portion of their general fairness place within the firm, the misrepresentations
actually communicate to at greatest an ignorance and maybe at worst, a willingness on the
a part of some to create quite a lot of concern, uncertainty and doubt.

In a direct itemizing, it is vitally clear; in truth, it’s
crucial that the shareholders present liquidity and provide on first day. The
complete level of a direct itemizing is to create that market. The people who find themselves in
that place to create that market embody the prevailing shareholders. Amongst
them, after all, are workers of the corporate.

The second factor is that these representations essentially
misstated the general positions that sure people have in Coinbase
inventory. To recommend that there one way or the other was a dump is itself a loaded time period that
didn’t precisely seize the comparatively modest switch of shares that the majority
or all of these executives did.

See additionally: How blockchain can help drive sustainable finance

One of the simplest ways to know that is to have a look at different direct
listings and the way different executives and firms have approached these. If you happen to
have a look at any variety of direct listings which have taken place up till this
level, you may see that the proportion of positions offered by Coinbase executives
had been totally in line, in truth even barely on the low facet, as in comparison with others.
We’re very snug that every thing that occurred right here was totally
applicable and we expect you will need to appropriate that file. This is the reason I
spent my complete Sunday on Twitter arguing my case.

The inventory value has
dropped by almost $100 a share in worth for the reason that itemizing, after buying and selling nicely
over $400 a share at one level. What ought to readers and buyers make of this?
Is it indicative of the well being of the crypto market general and do you assume
the 2 are linked?


Properly, I pay little or no consideration to the worth of Coinbase
shares on the open markets, largely as a result of we go away it to the market to inform
us its view of our long-term prospects. Our personal views are very optimistic; we’re
centered on constructing the corporate to be robust and resilient. We discuss quite a bit
internally about specializing in the mission of the corporate as you talked about, so the
neatest thing we will do for shareholders is pay much less consideration to the place the inventory
value may be on any given day, and extra consideration to how new merchandise and
providers are going to work. This may higher serve these shareholders within the
crypto financial system as a complete.

Going again to the
“mission focus” of Coinbase and the marked determination to not take a social
stance. Do you assume it’s proper that Coinbase doesn’t give attention to ESG points or
issues like racism, even when clients count on it?


Brian has very clearly said that as an organization, Coinbase is
centered on points that may drive or impression the proliferation of the crypto
financial system. To the extent that ESG considerations raised publicly or by regulators would
impression Coinbase we’re very happy to have interaction with them. We’re very proud
of our file on these points, however what we aren’t going to do is get
distracted by points that lie exterior of the remit of our basic function
as an organization, which is to develop the crypto financial system.

See additionally: Interoperability a key challenge for central bank digital

We’ll have interaction with these subjects as raised and as crucial,
however we are going to stay centered on the mission of constructing an financial system that works for
everybody. We’re not going to be distracted by discussions which are ancillary
or irrelevant to that.

Wonderful, thanks
very a lot on your time at the moment and I sit up for seeing what Coinbase comes
up with subsequent.


The one factor I’ll say in conclusion, along with
saying thanks, is that we couldn’t be extra enthusiastic about the way forward for
crypto. As a authorized staff, now we have been privileged to have the ability to play a
important half within the firm’s entry and we are going to proceed to give attention to that
going ahead.

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