Uniswap Labs, a software company based in New York, has issued a comprehensive response to the Wells Notice received from the U.S. Securities and Exchange Commission (SEC). The response, filed by the company’s legal counsel, argues that the Uniswap Protocol, a decentralized automated market maker (AMM), does not constitute an exchange, broker, or clearing agency under current securities laws. Uniswap’s lawyers emphasize that the protocol’s autonomous nature and lack of centralized control place it outside the SEC’s regulatory framework.

The Wells response states:

The protocol is not an exchange under the securities laws … Secondary market trading does not constitute an investment contract, and the vast majority of volume traded on the protocol is bitcoin, ethereum, and stablecoins, or foreign transactions, none of which are subject to SEC jurisdiction.

The Wells Notice issued to Uniswap Labs accuses the company of operating an unregistered exchange and engaging in activities that require broker-dealer registration. However, Uniswap’s response asserts that the protocol, which runs on the Ethereum blockchain, is designed for the intermediary-free trading of digital assets and operates without centralized governance. This structure, they argue, eliminates the need for many traditional market intermediaries, thereby reducing transaction costs and enhancing overall security for users.

At the heart of Uniswap’s defense is the assertion that the protocol’s operations do not meet the statutory definitions of an exchange or broker. The response highlights that the Uniswap protocol facilitates peer-to-peer transactions through smart contracts, without the involvement of a central entity to manage trades or custody assets. Uniswap Labs also points out that the majority of transactions on the protocol involve cryptocurrencies such as ether, wrapped bitcoin, and stablecoins, which the SEC has previously acknowledged are not securities.

Uniswap’s submission further addresses the distribution of UNI governance tokens, arguing that these distributions did not involve the sale of unregistered securities. The response outlines that UNI tokens were distributed to historical users, liquidity providers, and investors, under exemptions from registration requirements. The document also challenges the SEC’s interpretation of the Howey test, asserting that secondary market transactions of UNI tokens do not constitute investment contracts.

“The UNI token is a governance token that allows holders to control the limited modifiable aspects of the protocol,” Uniswap’s response states. “And Labs did not offer or sell (and has never offered or sold) any tokens in transactions that required registration. Labs’ distributions of UNI governance tokens were exempt from registration, were non-securities transactions under the Howey test, or both.”

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