Binance may have misled lawmakers in the United States about its business dealings and relationship with its local unit in a letter sent in March, Bloomberg reported on June 8.
In a letter sent to United States Attorney General Merrick Garland, Senators Elizabeth Warren and Chris Van Hollen asked the Justice Department to investigate whether Binance made a false statement to Congress earlier this year. In a lawsuit filed on June 5, the Securities and Exchange Commission alleged that Binance’s global entity and American unit were commingled.
Today we charged Binance Holdings Ltd. (Binance); U.S.-based affiliate, BAM Trading Services Inc., which, together with Binance, operates https://t.co/swcxioZKVP; and their founder, Changpeng Zhao, with a variety of securities law violations.https://t.co/H1wgGgR5ir pic.twitter.com/IWTb7Et86H
— U.S. Securities and Exchange Commission (@SECGov) June 5, 2023
In March, three U.S. Senators led by Warren sent a letter to Binance CEO Changpeng “CZ” Zhao and Binance.US CEO Brian Shroder questioning the exchange’s operations and requesting balance sheets. At that time, the senators alleged that Binance and its American arm attempted to evade local regulators, avoid sanctions, and facilitate money laundering.
Nearly three weeks later, Binance chief strategy officer Patrick Hillman sent the requested documents to Congress along with a 14-page letter diving into the exchange’s compliance history, recognizing previous mistakes and claiming the firm has built solid Know Your Customer and Anti-Money Laundering policies in the past years.
Why does Binance.US independence matter?
The independence of Binance.US from its global unity is critical for two reasons — regulatory jurisdiction and liability in the event of a failure — Syracuse University law professor Jack Graves told Pandoraland.
“If you don’t keep them independent, then the U.S. regulators will go after Binance International and say we have jurisdiction because you are acting through the U.S. entity. And in fact, I think the SEC is looking at that,” said Graves.
The second relevant aspect lies in the possibility of Binance.US going bankrupt. Graves noted that there is a basic principle that a corporation, and not its owners, is responsible for its debts. “So, as long as Binance.US is fully independent, and it ends up in bankruptcy, Binance International is not obligated to pay the debts of Binance.US.”
If the companies were commingling funds, the owners, which is Binance’s global unit, would be responsible in the event of bankruptcy. “That’s why the corporate veil, in effect, provides limited liability for the owners. And a parent corporation, like Binance International, it’s just like any other owner: It’s protected. It’s protected from liability as long as those companies are truly independent,” Graves continued, explaining that there may be exceptions.
On June 5, the companies issued separate responses to the SEC lawsuit. Binance’s global unit claimed it had “actively cooperated with the SEC’s investigations and […] worked hard to answer their questions and address their concerns.” The exchange also said, “While we take the SEC’s allegations seriously, they should not be the subject of an SEC enforcement action, let alone on an emergency basis.”
Binance.US tweeted that the SEC’s claims are its “latest example of regulation by enforcement.” The suit “is baseless, and we intend to defend ourselves vigorously,” it continued.