In the Matter of BitMEX - Matter No. Number 2021-02

Date issued: Aug. 10 2021

QuickCEN Commentary (467 words)

Notes:

1) The FinCEN press release announcing the penalty links to the "Consent Order" with the U.S. Commodity Futures Trading Commission (CFTC). See https://www.fincen.gov/news/news-releases/fincen-announces-100-million-enforcement-action-against-unregistered-futures. "FinCEN’s action is part of a global settlement with the U.S. Commodity Futures Trading Commission." The press release does not, however, mention that there are ongoing criminal charges filed by the U.S. Department of Justice against former BitMEX CEO Arthur Hayes and other executives. See https://www.justice.gov/usao-sdny/press-release/file/1323316/download. Those charges were not resolved through the FinCEN or CFTC agreements.

2) As noted in the FinCEN press release "[t]his is FinCEN’s first enforcement action against" an "unregistered futures commission merchant". It is also the first time that a FinCEN enforcement action against a foreign entity where the legal basis for asserting jurisdiction over the foreign entity was that the entity "conducted significant aspects of its business and maintained offices in the U.S., solicited and accepted orders from U.S. persons and other individuals and entities located in the United States (collectively, U.S. Customers)." All other cases in which a form of “extraterritorial” jurisdiction was exercised involved foreign banks that routed payments through U.S. correspondent banks.

Here, the basis for jurisdiction for the entities fined (other than the Delaware subsidiary) turns on the meaning of the term "substantial part," as it appears in the definition of "Money services business" at 1010.100(ff) - "A person wherever located doing business, whether or not on a regular basis or as an organized or licensed business concern, wholly or in substantial part within the United States, in one or more of the capacities listed in paragraphs (ff)(1) through (ff)(7) of this section. This includes but is not limited to maintenance of any agent, agency, branch, or office within the United States."

Note that "substantial part," as interpreted by FinCEN in the enforcement release, appears to turn solely on the degree to which the foreign entity does business in the U.S. in absolute terms, rather than as a proportion of the entity's overall business. It may or may not be the case that having a U.S. subsidiary and U.S. offices is, per se, sufficient to bring an entire foreign entity's operations within the ambit of FinCEN's jurisdiction. On the question of the specific percentages of overall business, the enforcement release specifies that "BitMEX received reports from its third-party user verification vendor reflecting that customers providing a U.S. identification accounted for 4.3% of all customers who verified their identity on BitMEX in September 2018, 8% of all customers in October 2018, and 5.1% of all customers in November 2018."