Dfinity’s Appellate Win Affirming Summary Judgment in Securities Class Action

On January 30, 2026, the California Court of Appeal affirmed the Superior Court of California, County of San Mateo’s grant of summary judgment in favor of Cravath client Dfinity Foundation (“Dfinity”) in a putative securities class action related to Dfinity’s Internet Computer Protocol (“ICP”) master governance tokens. Dfinity is a Swiss not‑for‑profit entity working to create a smart contract platform designed to power blockchain versions of popular internet applications.

Plaintiff alleged that Dfinity sold unregistered securities in violation of Section 12(a)(1) of the Securities Act of 1933. In February 2025, the Superior Court granted summary judgment in favor of Dfinity, holding that Plaintiff could not establish that Dfinity had (1) passed title of the alleged securities directly to him; or (2) directly and actively solicited his purchase of the alleged securities. Therefore, Plaintiff could not establish that Dfinity was a “statutory seller,” as required for standing to sue under Section 12(a)(1). In so holding, the Superior Court found that Plaintiff’s purchases from a market maker on an online trading platform did not constitute direct passage of title from Dfinity to Plaintiff because the market maker was “not acting as Dfinity’s agent.” The Superior Court further held that generalized communications by Dfinity did not constitute solicitation of Plaintiff’s purchases.

On appeal, the California Court of Appeal affirmed. The Court agreed that Plaintiff’s purchases of ICP tokens from a market maker did not constitute direct passage of title. The Court also declined Plaintiff’s invitation to overturn the leading California authority on what constitutes “solicitation” for purposes of the Securities Act and adopt the minority view of the Ninth and Eleventh Circuits. Under the leading California authority, a defendant that does not pass title directly must directly and actively solicit the plaintiff’s purchase of the alleged security to qualify as a statutory seller. Under the minority view in the Ninth and Eleventh Circuits, mass communications that urge or persuade others to purchase an alleged security may be sufficient. Here, the Court held that the evidence did not establish a triable issue of material fact under either standard.

The Cravath team included partners Kevin J. Orsini, who argued the motion, Antony L. Ryan and Lauren M. Rosenberg and associate Evan D. Siegel. Indigo Pavlov also worked on this matter.

The case is Daniel Ocampo v. Dominic Williams, et al., No. A173226 (Cal. 1st Dist. Ct. App.).