Williams v. Binance, 96 F.4th 129

Plaintiffs used Binance.com to buy crypto-assets called "tokens," alleging these were unregistered securities sold in violation of federal and state law.
Binance is an online crypto-asset exchange with substantial U.S. presence (servers, customers) but denies having any specific headquarters or registering in any country.
Plaintiffs claim Binance targeted U.S. users and helped some bypass restrictions via VPNs; most plaintiffs traded from within the U.S.
Plaintiffs sought damages and rescission under Section 12(a)(1) of the Securities Act (unregistered securities sales), Section 29(b) of the Exchange Act (void contracts for violations), and state "Blue Sky" laws.
The district court dismissed all claims as extraterritorial and, for federal claims, as untimely; it also dismissed certain state claims for lack of nexus.
On appeal, the 2nd Circuit reversed, finding domestic application of securities laws was proper and claims timely as to certain token purchases within one year before suit.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Extraterritoriality	Transactions occurred domestically	Transactions are foreign	Plaintiffs plausibly alleged domestic transactions; U.S. law applies.
Timeliness of Federal Claims	Claims accrue upon purchase	Claims accrue at time of offer/solicitation	Claims accrued at purchase; some claims timely for purchases within a year of suit.
Location of Exchange	Irrevocable liability occurred in U.S. where orders were matched and payments sent	Binance is locationless/foreign	Server location and acts from U.S. suffice for domesticity analysis.
Dismissal of State Law Claims	Named plaintiffs need not reside in all states for class claims	Only named plaintiffs’ states relevant	Premature to dismiss; issue is for Rule 23 predominance, not standing.

Morrison v. Nat’l Australia Bank Ltd., 561 U.S. 247 (framework for extraterritoriality in federal securities law)
Absolute Activist Value Master Fund Ltd. v. Ficeto, 677 F.3d 60 (test for domestic transactions and irrevocable liability)
Myun-Uk Choi v. Tower Research Capital LLC, 890 F.3d 60 (electronic exchange transactions and situs of liability)
City of Pontiac Policemen’s & Firemen’s Retirement Systems v. UBS AG, 752 F.3d 173 (placement of orders vs. transaction location)
Diskin v. Lomasney & Co., 452 F.2d 871 (limitations period in Section 12(a)(1) starts at purchase, not solicitation)
Kahn v. Kohlberg, Kravis, Roberts & Co., 970 F.2d 1030 (relevant timing for recission claims under Section 29(b))