This Week in Startups - E1156: Emergency Pod! Ripple sued by SEC over XRP cryptocurrency, breaking down the SEC Complaint

Episode Date: December 23, 2020

Jason's Twitter thread on the SEC suing Ripple: https://twitter.com/Jason/status/1341503149245272064 SEC Complaint: https://www.sec.gov/litigation/complaints/2020/comp-pr2020-338.pdf FOLLOW Jason: https://linktr.ee/calacanis

Okay, everybody, it's an emergency podcast. Emergency podcast. Ripple has been sued by the Securities and Exchange Commission. Sorry for blowing out your eardrums, everybody. If you didn't hear that. Yes, Ripple, the number three cryptocurrency on the planet that I have been talking about on this very podcast and asking people like Pomp,

why is this considered a scam by so many people? And I've been talking forever about why, hasn't the SEC banned the giant scams that are occurring in cryptocurrency? Well, today, after many years of the SEC picking off small projects, they went after the well. Ripple has been sued by the Securities and Exchange Commission and the company worth $10 billion is facing what I believe will result in. jail time.

That's right, jail time for the executives. We're going to talk about it today on this week in Startups Emergency Podcast. Stick with us. Hey, everybody. I want to take a minute to thank him broker for sponsoring this week in startups and supporting us all year long. What a great company. And it's very simple.

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This means if you make a mistake. And major customers are going to ask for E&O insurance if they want to buy your product. And finally, this employment practices liability, EPL. So you're going to talk to your attorney about cyber, D&O, E&O, and finally, EPL and the best place to get insurance today is that inbroker.com slash twist, EMBR, O. k-e-r.com slash twist where if you use the offer code twist you will get 10% off they do a great job they do many of my companies in broker.com slash twist get that 10% off using the offer code twist okay let's get back to this emergency pod all right let me give you a little background on xrp and ripple and i actually know the people uh who are involved in this one of them brad garlinghouse uh who's the current

ceo was just a mensch of a nice guy who we all knew in silicon valley i think was a CEO of GoDaddy for a while. I've invited him on the program countless times. We'll get into that. I know the founder Jed, who also did Stellar. He created Ripple, but left. So this is a company that we've all known the people involved with. I don't know if I know Chris Larson, who is the other co-founder and CEO, but let me give you a little background on this project. It seemed to have started, like a lot of the crypto projects in the 2000s, 2005, as one of the leaders, one of the most interesting projects, and one of the only projects, I'll be totally honest, and they began working on a token, a coin called XRP, which was launched in the 2012 era, and this cryptocurrency

became the third largest by market cap. There's a hundred billion tokens or so out there, apparently. It's very hard to know what's going on here because this is a private company, and it's completely opaque. When you look at Bitcoin, that is a distributed project. Nobody owns Bitcoin, but Ripple was owned by insiders, and the insiders gave themselves all of these tokens. And that is the primary difference here between Bitcoin, the number one cryptocurrency by far, and Ripple. Ripple is a private company that owned all these tokens, and they were selling them.

And boy, were they selling them at an alarming pace? Over a billion dollars in Ripples were sold by the company to a combination of Ripple. retail investors on a global basis and institutions. And this in 2018 hit a peak. You all remember when people going crazy a couple of years ago, at Christmas time in Thanksgiving, it hit almost $4 per token, putting it at, you know, close to $200 billion in market cap, I believe. And now trading at a meager 40 cents a token, I guess if anybody would buy them, you'd have to be a maniac and insane, and that's a $20 billion market cap. The company itself, I believe, had closed funding back in February of 2020, a $10 billion valuation, which left a lot of us to

wonder, what is going on here? Who is putting this money in? And the co-founder, Chris Larson, had voting control of the company. Brad Garlinghouse became the CEO. He was the C-O-O in 2015. and on Monday of this week, right before the end of the year, Ripple disclosed that the SEC was going to file a bombshell lawsuit against them with Jay Clayton on his way out. And Brad Garlinghouse tried to frame this. I believe completely insincerely as the SEC attacking crypto. This is not somebody picking winners and trying to limit innovation.

This is the SEC enforcing the SEC enforcing the basic security laws, which, according to this complaint, which we're going to break down point by point on this very quick episode, this emergency podcast, they have these guys dead to rights. I believe that this will result in a massive, massive further investigation and will result in people going to jail. Now, I know rich people tend to not go to jail, but let's get into it here. On Tuesday, today, the SEC filed the suit, and it claims that Garlinghouse and Chris Larson sold over $1.3 billion worth of unregistered securities. And that accounted for something in the neighborhood of 15 billion XRP tokens and netted them $600 million personally combined.

This is a really interesting turn of events. I broke it down on my Twitter handle, Twitter.com slash Jason. Let me give you a couple of the choice quotes that I've found in this document and I link to it and we'll link to it in the show notes here and in the YouTube comments. I'm going to read a quote here. Ripple created an information vacuum such that ripple and the two insiders with the most control over at Chris Larson and Brad Gerlinghouse were able to sell XRP into a market that possessed only the information that defendants chose to share about ripple and XRP. This is key and this is the opakness that the Securities and Exchange Commission, which is a group of principled individuals.

Some people can say that they're maybe overzealous sometimes, fine, but people who go to the SEC to go to work there, they give up very large, lucrative careers to protect retail investors. And here you have the two leaders of this company selling what the SEC correctly, in my opinion, describes as a security and which people bought. as a security, in my opinion, and they did not have the proper information. And here is the smoking gun. Ripple received, and I'm reading a quote here, Ripple received legal advice as early as 2012, eight years ago that under certain circumstances, XRP, their token, could be considered

an investment contract and therefore a security under the federal securities laws. They knew what they were doing. You knew what you were doing, Brad. You knew what you were doing, Chris. Let's be honest here. And we all knew this. We were talking about this, you know, in Silicon Valley for years as we watched the ripple executives doling out chunks of XRP. They gave Ashton Coucher some to give to Ellen. They were sprinkling XRP to all kinds of promoters and people out there while they were clearing their own positions. Think about that. Show the clip of Ashton Coucher on Ellen giving some XRP to Allen. On behalf of Ripple, we'd like to give you $4 million. This was a giant Ponzi scheme. That's my belief. And I'm going to read you with the next quote. Ripple used this money to fund its operation

without disclosing how it was doing so or the full extent of its payment to others to assist in its efforts to develop a use for XRP and maintain. XRP secondary trading market. So what this means is we all know that if a token has utility, like when you're using World of Warcraft or you're playing some backgammon game like I do, and like an idiot, I pay $10 to some app developer for tokens to play backgammon. It makes no sense, I know, but I do it sometimes because I want to see them keep making the backgammon game better. Well, we're buying those tokens to play a video game. Okay, it's very clear. The people buying XRP, were they using that? Of course they weren't. And this is why the SEC is stepping in here.

Because the rules of the road that we all have to follow, whether it's venture capitalist or founders of companies or investors in funds or LPs, the public markets, the banks, we all have to follow a rule set that Ripple, Chris Larson and Brad Gerlinghouse ripped up, ripped up the legal advice they had, and they just went on a selling binge according to this document. So what they're saying here in this quote that I just read to you is they sold securities, tokens, funny money, and then tried to make a use for it. That's not how this works, people. Translation, Ripple was a giant Ponzi scheme.

That's what I believe. And they sold this imaginary money to retail investors against the. legal advice, that's how brazen they were. And then they use that money to incentivize, might be a word. Some people might use the word, some people might use the word, bribe, payoff. That's what some people might use, to build a business to cover up these, what I think would be considered illegal security sales. And so here's where it gets interesting. And it starts to feel like insider trading to me. You see, I'm using a lot of qualifiers here. I don't get sued. I'm just reading documents here. I'm just a commentator. I don't know anything

about crypto, but I can read a document and I can have an opinion. And my opinion is insider trading at its worst. The defendants continue to hold, I'm reading a quote here, from the SEC's case here and the filing, defendants continue to hold substantial amounts of XRP. And with no registration statement in effect, in other words, registering to cell securities, can continue to monetize their XRP while using the information asymmetry they created in the market for their own gain, creating substantial risk to investors. In other words, they know what they're going to do next with XRP. So if they were to give XRP to a celebrity or they were going to try to pay off a market

like Coinbase to list XRP, which was all the discussion, you know, a couple of years ago, will Coinbase put XRP up? And I was literally having civilians telling me, oh, XRP is going to be up on Coinbase, and when it does, we're all going to make a ton of money. Now, listen, there were people who are gambling on cryptocurrency, and they were knowingly gambling, some number of them. But that doesn't mean that the person who is selling the drugs is not responsible for their part of the transaction. If we looked at this as a drug sale, you got the drug user, and you got the drug dealer. If you're selling fentanyl on Turk Street in San Francisco, you're supposed to go to jail for selling

drugs. If you're taking drugs, well, okay, maybe we arrested, maybe we don't. Maybe we at your rehab, but the dealers have a higher authority here. And these guys were the fentanyl dealers, in my opinion, in this metaphor that I'm using. And here we go. They basically point out in this document that Chris Larson knew better when he tried to secure the bag. And he is a bag secure. Let me tell you, despite this knowledge and Larson's familiarity with Section 5 from the

SEC enforcement action that his previous company had settled in. 2008. I didn't know about this, but apparently he settled this and he knew about Section 5. Ripple and Larson failed to heed some of the legal advice and warnings and the legal memos. More smoking guns from their business plan, as quoted in this document from the SEC. Ripple's stated business plan made Ripple's contact alleged here a foregone conclusion. Ripple made it part of its strategy to sell XRP to as many. speculative investors as possible. They knowingly sold to retail investors who were speculating. As I said, we all know people who were in on this cryptocurrency. They glommed onto this. That's what the SEC is saying,

is that they knowingly did this, which makes this even more insane and insidious in my mind. The token is down 20%. Today, everybody, I believe, will lose 100% of their money. If you own XRP, I believe you lose 100% of your money. I'm just going to put it out there right now. If you were my brother, sister, cousin, brother, friend, and you had XRP and you had a way to sell it, I would say, get it out if you can. Now, more smoking guns. The shell game. This is what I am reading into it here.

I'm using a qualifier there, reading in, don't sue me. I'm reading into these documents, and I'm making an interpretation on the fly here, but it feels like a, starting to feel like a shell game. In 2016, Ripple begins selling X current and XVIA, from which it has a, earned approximately $23 million from 2019, though neither uses XRP or blockchain technology. In other words, the SEC is saying, listen, you raised money on XRP from civilians knowingly, illegally, against legal advice, and Chris Larson, you've settled with us before. And then you made some technology that doesn't even use XRP.

And you made only $23 million from it. And you funded it. This is what the SEC is saying, I believe, if I'm reading it correctly, if I'm not, please let me know, that you funded the creation of software with tokens. In other words, it feels like a shell game. It feels like a shell game. Now, to make this even worse, Larson and Brad, and I liked Brad, and I'm going to get into that later, were dumping stock XRP securities, tokens.

I guess that's the big debate here. We'll find out when this goes to trial. They were dumping while the suckers were buying, in my opinion. Here's the quote. Larson and his wife netted at least, at least, 450 million from those cells. So in other words, an individual who knows better took $450 million from civilians for a token that did apparently nothing while being told against legal advice to do that. We would put somebody in jail for stealing, I don't know, a $50,000. car, and I'm just going to put this out there. If a black man in America sold the $50,000 Mercedes, they'd probably go to jail for 10 years, grand larceny. Chris Larson sold $450 million. Just because he

had a bunch of fancy lawyers and it was crypto, it kind of feels like he sold to me 10 million stolen cars. Brad Garlinghouse sold over 321 million XRP generating approximately $150 million. What did those suckers at the table get for their money? For that $600 million, those guys secured the bag, all right. But what did the people who bought those tokens get? Now, you can say they were gambling and, you know, yada, yada. But if you set up an illegal casino, you're responsible for setting up the illegal casino. Rulette Will, blackjack, they used to do that in Brooklyn. They set up an illegal casino, pop it up, pop it down. People who are gambling are also, you know, they should know better,

but the person running the casino, again, has a higher amount of responsibility. Now, this is where it it's truly deranged. And you start to look at this and say, this is deranged sociopathic behavior in my mind. Ripple gave illegal market makers discounted XRP. Does anybody have a guess on this? This is what I'm reading into it. It feels like they gave people XRP at a discount to pump the XRP. If you were doing this in a publicly traded company, man, you're going to jail. To do it in a private company, I think you go to double jail because there's no filings. There's no 10 QRP. or anything. Here's the quote from the document. Ripple made many of the XRP institutional sales at a discount from the XRP market prices. My read on that is, hey, you suckers are buying this for

$3. We're going to sell it to somebody for a buck. Let them get the $2 change because they're high profile and they get to pump it and dump it. And there you go. Did Ripple pay off these marketplaces, these promoters? And I'm sure many of you out there in the crypto space know who the promoters are. If you do, please mention me at Jason on Twitter and let us know. And let's figure out who was part of this scam. These are people who would, in the casino, illegal casino analogy, be bringing the wells and the players in, right? They would be the ones bringing people, promoters. So here is the quote. Another such distribution included a November 8th, 2018 agreement. Wherein Ripple agreed to pay a company up to 17.5 million in XRP. If the company met certain

milestones relating to the integration of XRP into the company's systems. In other words, my interpretation here, they were paying people off to put XRP in their products. Does that feel illegal or not? Well, if I paid for shelf space and I'm selling, you know, my new beverage and I paid Whole Foods for the NCAP, no, that seems totally fine. But if you were doing that in conjunction with the illegal production of that, beverage or something, and there was some, you know, payment that was occurring under the table, that and it was not disclosed to the other people, and it was at a discount, now you're starting

to feel like this whole thing is a shell game, a Ponzi scheme, or some illegal casino. And I wonder if this is Coinbase, because here's another quote. And the coin, I've had Coinbase on, they seem to have been not on the ripple train for a long time because I kept having people tell me Coinbase is going to put XRP up. Coinbase is going to put XRP up. And I don't know the history of if they did or they didn't or when. But here's the quote.

Ripple tried repeatedly and unsuccessfully to persuade that digital asset trading firm to, in quotes, list XRP on its exchange by offering, and here's the other quote, to cover implementation costs, paying rebates and brokering intros to large XRP holders for customers. Stoddy. This is like paying somebody protection money. I'll go back to Brooklyn. It would be a shame. Or maybe you paid somebody to make something go away. Maybe there was a cop you paid to make a certain

piece of evidence go away and it was a consultation fee but you weren't paying them to do something Fugazi. That's kind of like, hey, this is just for you and your kids to get some donuts or something. It didn't work. So they offered a million dollars in cash, according to this document. Undaunted by these initial failures, Ripple Agent Dash 3. I don't know who Agent 3 is, but apparently there were a bunch of brokers and agents all trying to get in on this XRP, $100 billion, $100 billion token, you know, free-for-all. And this sounds like a goddamn free-for-all here of funny money. It would be like they printed their own printing, money printer, this person emailed two owners of the firm directly in July of 2017,

copy in Garlinghouse, and asked, does a $1 million cash payment move the needle for a Q3 listing? So they tried to give them $17 million, or they tried to give them ripple? They wouldn't take it. And so then they offered them a million dollars in cash, and now it gets even more deranged if what the SEC is saying is true. And the SEC, You see, you know, they took years to do this. I am certain. And boy, did they, I mean, this is like when they went after the five families in New York. Like, they've really done a number here. They have so much information. And oh my lord, there's a term called painting the tape. You can look it up. It basically means creating fake trades in order to give the appearance that something has got a lot of

heat or momentum. So if you and I were to trade a stock, you know, back and forth over and over again, like a pink sheet stock or an XRP token, then we could manipulate the market because some sucker comes along and goes, look, there's a billion dollars in tokens being going back and forth. And in fact, there were people who were claiming that's how Bitcoin had its peaks in the early beginning was people were trading between fake accounts.

Here's the quote. The thesis is to show a period of consistent buying from an account that is known to be a consistent seller. That's what they were emailing internally. And here's the smoking gun. And this is a quote, the intended impact of buying is not to move the price, but rather to provide confidence in the market, which in turn will move the price. So they were Queen's Gambit thinking five steps ahead here.

Let's get somebody who has been selling XRP, like an insider, maybe, and then show them buying it. And here we go. Brad Garlinghouse, apparently, according to this document, and it's really sad because Brad was loved in the valley, but this feels just so out of character for him. He greenlighted the manipulation. on September 23rd, the VP of Finance, after consulting with Garlinghouse and Larson, and obtaining Garlinghouses, go ahead, directed market maker to keep the buying light. And then they have in brackets the day after the announcement. So I think that's added by the SEC. And then do the bigger slug starting Sunday.

When XRP didn't, I mean, think about this. Wow. They were basically doing market manipulation, according to this document, on an underline unregistered security. It's like doing two layers of crime at the same time. It's like forging, this would be the equivalent of a drug dealer, not only, you know, dealing drugs, but then doing forgery and printing up fake money. I mean, insane. When XRP didn't keep up with Bitcoin's price, Brad Garlinghouse, according to these documents, approved a buyback. So they sell all this XRP to fund their company illegally, according to the SEC. And then,

here's the quote. Ripple employees prepared and delivered an internal presentation. Oh my God, I can't wait to see this presentation. I mean, the discovery on this is going to be crazy. So Ripple employees prepared and delivered an internal presentation for Garlinghouse and Larson. And here's the quote, XRP began underperforming Bitcoin since early May 2020, partly because Ripple sell of XRP. In other words, the market, even without perfect information, favored the decentralized Bitcoin that nobody owns. That's just a brilliant piece of architecture on the internet, truly revolutionary. Eventually the market started to figure out maybe XRP is a scam because they're selling so much of it. And they internally realize this. So there is a come to Jesus moment

internally. You know, we're not keeping up with Bitcoin because we're all selling our positions. So they decide in the sale, apparently, that they're going to do a buyback to keep apparently, according to the SEC documents, I don't know how many qualifiers I have to do here to keep myself out of trouble. I'm just some idiot who doesn't understand cryptocurrency who's commenting on this. I don't own any ripple. We do own a couple of bitcoins. This buyback was obviously intended to keep the Ponzi scheme up. That's me saying that. That's obvious to me that this, that's why people do these kind of things. That's just my one person's opinion based on reading the documents. I have no facts other than the document I'm reading. The employees proposed supply limiting tactics such as ripple buying back

XRP and Garlinghouse approved it. In other words, they just wanted to manipulate the markets. And that's just the first half of this complaint. I want to pause here for a second and just say, what is going on? Why not play by the rules? Why not play by the rules, everybody? Is it so hard? We know cryptocurrency is an important technology. We know blockchain and the ledger and the immutable ledger and all this stuff is really interesting technology. We know the ability to do transactions. We see all this. Why cheat? Why cheat? Why try to bilk some person in Florida who's retired who gets the crypto bug? Why sell them fentanyl? Why sell them XRP? It's deranged. And then to go on the scheme according to the SEC and paint the tape and do fake trades or buybacks, it's just

crazy. When they had law firms tell them, don't do this. It's basically people are engaging in speculative investment trading. And then to do all of these in the face of an obvious legal framework that said it's illegal and to sweep $600 million into the top two executives' pockets is crazy. To just summarize their strategy. They created bounty programs for developers to find problems in XRP's ledger code. So they got people, you know, and then bounty programs are interesting and fine, right? There's cool companies that do just that. But they started paying all of these developers. And part of the strategy, I believe what we're seeing here is to sell XRP to as many speculative investors as possible. I call the splashy cashy. You just splash around a bunch of

of cash, you become super popular. If you splash around enough, everybody then comes to bat for you, which was what Brad was doing with that tweet saying, they're coming after crypto. They're not coming after crypto. They're coming after you taking $600 million from retail investors. That's what the SEC is saying. Absolutely an insane turn of events. And what can we learn from this? if something doesn't make sense, it seems too good to be true. And you don't know anybody who uses the product. And you see people making hundreds of millions of dollars, but there's no product. You can pretty much infer from that, that there's no product, but there's hundreds of millions of dollars being made by the CEO and chairman.

If they're making all this money, but there's no customers other than speculators buying it, somebody needs to go to jail. I don't know if this is, I don't believe this is a criminal filing here, but I do think that is where it will wind up. And I believe that individuals will be going to jail. Sadly, I don't think they're going to go to jail for as long as, you know, somebody who is poor. They're going to have great lawyers. But this feels to me like fraud at the highest levels.

I don't have an axe to grind here. I tried to get Brad Garlinghouse, who I've known for a long time to come on the podcast, he DM'd me. I won't say what he DM'd me, but he DM'd me because I was talking with Pomp, I think on the podcast or somebody else. And I was tweeting about how, why does everybody think XRP is a scam? I just would ask the question. I've asked it many times on Twitter. And I knew the founder, Jed, who did Stellar and respected him. And it seemed like an interesting project. But after Jed left and all this started going down, it seems like it just became a free-for-all with the sale of XRP tokens at an alarming rate and a bunch of crazy stuff going on.

And for those of you out there who are investors and who participated in this, you know, some of you thought that, you know, someone like Brad Garlinghouse who had a great reputation, I believe he might have been CEO of GoDaddy or something before this. I can't remember. The basic, and Chris Larson had done some e-money company before, I believe. Like these are people who had pretty good reputations. Crypto is a pretty interesting technology. But you can't break the rules, folks.

The rules are there for a reason. And we should all really cherish the fact that there are individual investors out there who will buy Netflix stock or Disney stock and respect them and not steal from them. And I think at the end of the day, what we've seen here from these executives is disgusting. It's a crime. The SEC believes it's a crime. This is deranged and insane behavior. And people, I do think, I do think they need to go to jail.

Sadly, I don't think they will. I think they're going to settle and give back hundreds of millions of dollars. And they should be made an example of. And the ICOs, they went after earlier. They went after a lot of little tickey, small projects, $10 million projects. But boy, I just tip my hat to the SEC for taking their time with this one. because when you read this complaint, it is clear that they got the receipts. They got them dead to rights.

It's over for Ripple. It's over for these executives. Everybody's going to lose everything. It's all going to zero and everybody's going to jail. That's the way I read this situation. I don't think this is in any way related to politics. This is not in any way anti-crypto. I had Hester on episode 1136.

She's super pro-crypto. But you do have to play. by the rules people, you just can't print a billion or a 10 billion or a hundred billion shares in a company, sell it to a bunch of suckers, and then not actually have a use case for it. What does it mean for Bitcoin? I think for Bitcoin, this kind of shows the path, which is if nobody gets that 100 billion coins in the beginning and there is complete transparency and it is a distributed mining technology, that feels like a little more fair, right?

And a lot of what innovation, and I'm not anti-innovation, obviously, I've spent my career in technology. But it's not innovative to steal from people. And I'll just leave it at that. This has been an emergency podcast. We'll see you next time on this week in startups. This week in startups is brought to you by Mbroker. The Embroker Startup Insurance Program helps startups secure the most important types of insurance at a lower cost and with low.

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