二级代币销售何时违反 Howey？

负责监督美国证券交易委员会针对币安的案件的联邦法官裁定，大部分案件可以继续进行，但驳回了与出售 BUSD 和二级出售 BNB 相关的指控。

A federal judge has dismissed a charge brought by the U.S. Securities and Exchange Commission against Binance that alleged that secondary sales of BNB by sellers who aren't Binance constituted an investment contract.

一名联邦法官驳回了美国证券交易委员会对币安提出的指控，该指控称非币安卖家二次销售 BNB 构成投资合同。

The SEC had argued that the sale of BNB by any seller was part of a common enterprise with Binance, and that the sellers were therefore offering an investment contract. However, the judge ruled that the SEC had not sufficiently pled that the secondary sales were investment contracts.

SEC 辩称，任何卖家出售 BNB 都是与币安共同企业的一部分，因此卖家提供的是投资合同。然而，法官裁定 SEC 没有充分证明二次销售是投资合同。

The judge noted that the SEC attorneys had stated in court that they were not taking the position that a token on its own was a security, but that if a token's initial sale carried marketing materials or other factors that suggested it was a security, those factors would continue to apply through future sales.

法官指出，SEC 律师在法庭上表示，他们并不认为代币本身就是证券，但如果代币的首次销售带有营销材料或其他表明其是证券的因素，那么这些因素将继续通过未来的销售应用。

The judge wrote that insisting that an asset that was the subject of an alleged investment contract was itself a "security" as it moved forward in commerce and was bought and sold by private individuals on any number of exchanges, and was used in any number of ways over an indefinite period of time, marked a departure from the Howey framework that left the Court, the industry, and future buyers and sellers with no clear differentiating principle between tokens in the marketplace that are securities and tokens that aren't.

法官写道，坚持认为作为所谓投资合同标的的资产本身就是一种“证券”，因为它在商业中向前发展，并由私人在任意数量的交易所买卖，并用于任意数量的交易。这标志着与 Howey 框架的背离，该框架使法院、行业以及未来的买家和卖家在市场上的代币是证券和非证券之间没有明确的区分原则。

However, the judge also wrote that more was needed to support the SEC's arguments about ongoing sales of tokens, and that one big issue may be that the SEC just didn't have enough in its filings or oral arguments at this time.

然而，法官还写道，需要更多证据来支持 SEC 关于持续销售代币的论点，而一个大问题可能是 SEC 目前的文件或口头辩论中没有足够的证据。