Ripple Calls for Clear SEC Crypto Rules After $150 Million XRP Legal Fight

Ripple pushes for rules before the next court fight

Ripple is using its more than $150 million legal fight with the SEC to press for a broader change in how the agency regulates crypto. The company’s latest filing argues that clearer rules can be built under current securities laws, even as Congress remains stalled on legislation. That’s a practical argument for agency action: companies need to know which rules apply before they structure products and sales around them.

Chief Legal Officer Stuart Alderoty said Wednesday that Ripple had submitted a comment letter backing the SEC’s proposed Regulation Crypto Assets framework. The filing calls for consistent requirements across the industry, a request that puts the burden on the agency to explain how any proposed standards would work across different tokens and sales. “Years of ‘case by case, coin by coin’ enforcement has pushed innovation offshore,” Alderoty wrote on X. “We need holistic rules for digital assets.” If you’re working in this space, the distinction matters: a rule that can be applied in advance is more useful than one whose meaning emerges only after a lawsuit.

Ripple’s case for focusing on the sale

A central point in Ripple’s submission is that regulators should distinguish a digital token from the investment contract connected to its sale. “The investment contract is the security, not the token,” Alderoty wrote. He said the analysis should examine what an issuer promised buyers and when those obligations end, rather than depend on a subjective test of how decentralized a network has become. The proposal would shift attention toward the relationship between seller and buyer: what was represented, what responsibilities followed, and whether those responsibilities continued.

That framing also reflects a genuine difficulty in applying securities law to crypto. A token may be traded by people who weren’t part of its original sale, while the issuer’s role and the network’s operation can change over time. Treating every transaction as identical risks missing those differences; treating each one as wholly unique can leave companies and buyers guessing. Ripple’s preferred test aims to make the sale’s promises central. Whether that approach can be translated into clear, workable standards is the harder question.

That argument is closely tied to Ripple’s own case. The SEC sued the company in December 2020, alleging that its XRP sales amounted to an unregistered securities offering. In July 2023, a federal court found that programmatic sales to retail buyers on exchanges did not constitute investment contracts under the circumstances before it, while certain institutional sales violated registration requirements. The parties settled in 2025. The split outcome is a reminder that the legal treatment depended on how XRP was sold, not simply on a label attached to the token.

Ripple says the dispute cost it more than $150 million in legal fees. “No company should have to do that to learn what the law requires,” Alderoty wrote. The company’s experience gives its call for clearer standards a concrete example, though the court’s findings applied to the sales and facts examined in that case. And this is the part most people overlook: a ruling tied to particular transactions can offer guidance without answering every question companies face when they sell or distribute digital assets.

Agency action as legislation stalls

CEO Brad Garlinghouse has also presented the XRP case as evidence of the need for predictable rules. After the Senate’s September setback on the CLARITY Act, he said Ripple had secured legal certainty for XRP through litigation while the wider industry still lacked clear standards. On October 15, appearing on “The Starting Block” podcast, he argued that regulators could make progress even without new legislation. “You can’t put the genie back in the bottle,” he said, referring to crypto’s regulatory and adoption momentum.

There’s a tension in that argument. Agency guidance could give businesses a framework sooner than a stalled bill, but a proposal still has to be translated into standards people can understand and apply. A policy that leaves key terms open to interpretation may simply move uncertainty from court filings to compliance decisions. Here’s the thing: speed alone won’t make a rule useful if companies can’t tell whether their activities fit it.

The CLARITY Act, which would define responsibilities for the SEC and the Commodity Futures Trading Commission, failed a Senate procedural vote on September 15. It received 49 votes in favor and 50 against, short of the 60 needed to advance to floor debate. Disputes over ethics provisions related to President Donald Trump and his family’s cryptocurrency interests contributed to the impasse. The bill remains possible, but its near-term path has weakened. For now, that leaves the SEC proposal as one of the visible routes for addressing the gap, even though it can’t settle questions that depend on congressional action.

The SEC’s August proposal, Regulation Crypto Assets, would create tailored exemptions for some crypto investment contracts and a conditional safe harbor for assets meeting specified requirements. Chair Paul Atkins has described the framework as a way to give crypto businesses clearer paths while maintaining investor protections. Ripple’s comment puts pressure on the agency to turn that proposal into standards companies can apply before a dispute reaches court. The proposal’s value will depend on the detail: who qualifies, what obligations apply, and how consistently the framework can be used across different cases.

What the proposal could mean for the industry

Ripple’s filing makes a clear case for judging a token sale by its terms and the seller’s promises. That position draws support from the company’s own litigation history, but it also serves its interests; Ripple is arguing for a framework shaped around a distinction central to its defense. The court’s decision provides a concrete reference point, not a universal answer. That said, the broader question it raises is one every rulemaking effort will have to address: how to protect buyers while giving firms a way to understand their obligations in advance.

The numbers here are underwhelming for anyone expecting the Senate vote to resolve the issue quickly. The SEC proposal could offer a nearer-term path, but only if its final standards are specific enough to guide real transactions. A starting point, at best. For companies, investors, and developers, the test won’t be whether the language sounds clear in a comment letter; it’ll be whether the rules help them make decisions without waiting for another expensive dispute to define the boundaries.