More on Web3 & Crypto
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Nathan Reiff
3 years ago
Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
Read original post.

Franz Schrepf
3 years ago
What I Wish I'd Known About Web3 Before Building
Cryptoland rollercoaster
I've lost money in crypto.
Unimportant.
The real issue: I didn’t understand how.
I'm surrounded with winners. To learn more, I created my own NFTs, currency, and DAO.
Web3 is a hilltop castle. Everything is valuable, decentralized, and on-chain.
The castle is Disneyland: beautiful in images, but chaotic with lengthy lines and kids spending too much money on dressed-up animals.
When the throng and businesses are gone, Disneyland still has enchantment.
The Real Story of Web3
NFTs
Scarcity. Scarce NFTs. That's their worth.
Skull. Rare-looking!
Nonsense.
Bored Ape Yacht Club vs. my NFTs?
Marketing.
BAYC is amazing, but not for the reasons people believe. Apecoin and Otherside's art, celebrity following, and innovation? Stunning.
No other endeavor captured the zeitgeist better. Yet how long did you think it took to actually mint the NFTs?
1 hour? Maybe a week for the website?
Minting NFTs is incredibly easy. Kid-friendly. Developers are rare. Think about that next time somebody posts “DevS dO SMt!?”
NFTs will remain popular. These projects are like our Van Goghs and Monets. Still, be wary. It still uses exclusivity and wash selling like the OG art market.
Not all NFTs are art-related.
Soulbound and anonymous NFTs could offer up new use cases. Property rights, privacy-focused ID, open-source project verification. Everything.
NFTs build online trust through ownership.
We just need to evolve from the apes first.
NFTs' superpower is marketing until then.
Crypto currency
What the hell is a token?
99% of people are clueless.
So I invested in both coins and tokens. Same same. Only that they are not.
Coins have their own blockchain and developer/validator community. It's hard.
Creating a token on top of a blockchain? Five minutes.
Most consumers don’t understand the difference, creating an arbitrage opportunity: pretend you’re a serious project without having developers on your payroll.
Few market sites help. Take a look. See any tokens?
There's a hint one click deeper.
Some tokens are legitimate. Some coins are bad investments.
Tokens are utilized for DAO governance and DApp payments. Still, know who's behind a token. They might be 12 years old.
Coins take time and money. The recent LUNA meltdown indicates that currency investing requires research.
DAOs
Decentralized Autonomous Organizations (DAOs) don't work as you assume.
Yes, members can vote.
A productive organization requires more.
I've observed two types of DAOs.
Total decentralization total dysfunction
Centralized just partially. Community-driven.
A core team executes the DAO's strategy and roadmap in successful DAOs. The community owns part of the organization, votes on decisions, and holds the team accountable.
DAOs are public companies.
Amazing.
A shareholder meeting's logistics are staggering. DAOs may hold anonymous, secure voting quickly. No need for intermediaries like banks to chase up every shareholder.
Successful DAOs aren't totally decentralized. Large-scale voting and collaboration have never been easier.
And that’s all that matters.
Scale, speed.
My Web3 learnings
Disneyland is enchanting. Web3 too.
In a few cycles, NFTs may be used to build trust, not clout. Not speculating with coins. DAOs run organizations, not themselves.
Finally, some final thoughts:
NFTs will be a very helpful tool for building trust online. NFTs are successful now because of excellent marketing.
Tokens are not the same as coins. Look into any project before making a purchase. Make sure it isn't run by three 9-year-olds piled on top of one another in a trench coat, at the very least.
Not entirely decentralized, DAOs. We shall see a future where community ownership becomes the rule rather than the exception once we acknowledge this fact.
Crypto Disneyland is a rollercoaster with loops that make you sick.
Always buckle up.
Have fun!
Sam Hickmann
3 years ago
Nomad.xyz got exploited for $190M
Key Takeaways:
Another hack. This time was different. This is a doozy.
Why? Nomad got exploited for $190m. It was crypto's 5th-biggest hack. Ouch.
It wasn't hackers, but random folks. What happened:
A Nomad smart contract flaw was discovered. They couldn't drain the funds at once, so they tried numerous transactions. Rookie!
People noticed and copied the attack.
They just needed to discover a working transaction, substitute the other person's address with theirs, and run it.
In a two-and-a-half-hour attack, $190M was siphoned from Nomad Bridge.
Nomad is a novel approach to blockchain interoperability that leverages an optimistic mechanism to increase the security of cross-chain communication. — nomad.xyz
This hack was permissionless, therefore anyone could participate.
After the fatal blow, people fought over the scraps.
Cross-chain bridges remain a DeFi weakness and exploit target. When they collapse, it's typically total.
$190M...gobbled.
Unbacked assets are hurting Nomad-dependent chains. Moonbeam, EVMOS, and Milkomeda's TVLs dropped.
This incident is every-man-for-himself, although numerous whitehats exploited the issue...
But what triggered the feeding frenzy?
How did so many pick the bones?
After a normal upgrade in June, the bridge's Replica contract was initialized with a severe security issue. The 0x00 address was a trusted root, therefore all messages were valid by default.
After a botched first attempt (costing $350k in gas), the original attacker's exploit tx called process() without first 'proving' its validity.
The process() function executes all cross-chain messages and checks the merkle root of all messages (line 185).
The upgrade caused transactions with a'messages' value of 0 (invalid, according to old logic) to be read by default as 0x00, a trusted root, passing validation as 'proven'
Any process() calls were valid. In reality, a more sophisticated exploiter may have designed a contract to drain the whole bridge.
Copycat attackers simply copied/pasted the same process() function call using Etherscan, substituting their address.
The incident was a wild combination of crowdhacking, whitehat activities, and MEV-bot (Maximal Extractable Value) mayhem.
For example, 🍉🍉🍉. eth stole $4M from the bridge, but claims to be whitehat.
Others stood out for the wrong reasons. Repeat criminal Rari Capital (Artibrum) exploited over $3M in stablecoins, which moved to Tornado Cash.
The top three exploiters (with 95M between them) are:
$47M: 0x56D8B635A7C88Fd1104D23d632AF40c1C3Aac4e3
$40M: 0xBF293D5138a2a1BA407B43672643434C43827179
$8M: 0xB5C55f76f90Cc528B2609109Ca14d8d84593590E
Here's a list of all the exploiters:
The project conducted a Quantstamp audit in June; QSP-19 foreshadowed a similar problem.
The auditor's comments that "We feel the Nomad team misinterpreted the issue" speak to a troubling attitude towards security that the project's "Long-Term Security" plan appears to confirm:
Concerns were raised about the team's response time to a live, public exploit; the team's official acknowledgement came three hours later.
"Removing the Replica contract as owner" stopped the exploit, but it was too late to preserve the cash.
Closed blockchain systems are only as strong as their weakest link.
The Harmony network is in turmoil after its bridge was attacked and lost $100M in late June.
What's next for Nomad's ecosystems?
Moonbeam's TVL is now $135M, EVMOS's is $3M, and Milkomeda's is $20M.
Loss of confidence may do more damage than $190M.
Cross-chain infrastructure is difficult to secure in a new, experimental sector. Bridge attacks can pollute an entire ecosystem or more.
Nomadic liquidity has no permanent home, so consumers will always migrate in pursuit of the "next big thing" and get stung when attentiveness wanes.
DeFi still has easy prey...
Sources: rekt.news & The Milk Road.
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Tim Denning
3 years ago
I gave up climbing the corporate ladder once I realized how deeply unhappy everyone at the top was.
Restructuring and layoffs cause career reevaluation. Your career can benefit.
Once you become institutionalized, the corporate ladder is all you know.
You're bubbled. Extremists term it the corporate Matrix. I'm not so severe because the business world brainwashed me, too.
This boosted my corporate career.
Until I hit bottom.
15 months later, I view my corporate life differently. You may wish to advance professionally. Read this before you do.
Your happiness in the workplace may be deceptive.
I've been fortunate to spend time with corporate aces.
Working for 2.5 years in banking social media gave me some of these experiences. Earlier in my career, I recorded interviews with business leaders.
These people have titles like Chief General Manager and Head Of. New titles brought life-changing salaries.
They seemed happy.
I’d pass them in the hallway and they’d smile or shake my hand. I dreamt of having their life.
The ominous pattern
Unfiltered talks with some of them revealed a different world.
They acted well. They were skilled at smiling and saying the correct things. All had the same dark pattern, though.
Something felt off.
I found my conversations with them were generally for their benefit. They hoped my online antics as a writer/coach would shed light on their dilemma.
They'd tell me they wanted more. When you're one position away from CEO, it's hard not to wonder if this next move will matter.
What really displeased corporate ladder chasers
Before ascending further, consider these.
Zero autonomy
As you rise in a company, your days get busier.
Many people and initiatives need supervision. Everyone expects you to know business details. Weak when you don't. A poor leader is fired during the next restructuring and left to pursue their corporate ambition.
Full calendars leave no time for reflection. You can't have a coffee with a friend or waste a day.
You’re always on call. It’s a roll call kinda life.
Unable to express oneself freely
My 8 years of LinkedIn writing helped me meet these leaders.
I didn't think they'd care. Mistake.
Corporate leaders envied me because they wanted to talk freely again without corporate comms or a PR firm directing them what to say.
They couldn't share their flaws or inspiring experiences.
They wanted to.
Every day they were muzzled eroded by their business dream.
Limited family time
Top leaders had families.
They've climbed the corporate ladder. Nothing excellent happens overnight.
Corporate dreamers rarely saw their families.
Late meetings, customer functions, expos, training, leadership days, team days, town halls, and product demos regularly occurred after work.
Or they had to travel interstate or internationally for work events. They used bags and motel showers.
Initially, they said business class flights and hotels were nice. They'd get bored. 5-star hotels become monotonous.
No hotel beats home.
One leader said he hadn't seen his daughter much. They used to Facetime, but now that he's been gone so long, she rarely wants to talk to him.
So they iPad-parented.
You're miserable without your family.
Held captive by other job titles
Going up the business ladder seems like a battle.
Leaders compete for business gains and corporate advancement.
I saw shocking filthy tricks. Leaders would lie to seem nice.
Captives included top officials.
A different section every week. If they ran technology, the Head of Sales would argue their CRM cost millions. Or an Operations chief would battle a product team over support requests.
After one conflict, another began.
Corporate echelons are antagonistic. Huge pay and bonuses guarantee bad behavior.
Overly centered on revenue
As you rise, revenue becomes more prevalent. Most days, you'd believe revenue was everything. Here’s the problem…
Numbers drain us.
Unless you're a closet math nerd, contemplating and talking about numbers drains your creativity.
Revenue will never substitute impact.
Incapable of taking risks
Corporate success requires taking fewer risks.
Risks can cause dismissal. Risks can interrupt business. Keep things moving so you may keep getting paid your enormous salary and bonus.
Restructuring or layoffs are inevitable. All corporate climbers experience it.
On this fateful day, a small few realize the game they’ve been trapped in and escape. Most return to play for a new company, but it takes time.
Addiction keeps them trapped. You know nothing else. The rest is strange.
You start to think “I’m getting old” or “it’s nearly retirement.” So you settle yet again for the trappings of the corporate ladder game to nowhere.
Should you climb the corporate ladder?
Let me end on a surprising note.
Young people should ascend the corporate ladder. It teaches you business skills and helps support your side gig and (potential) online business.
Don't get trapped, shackled, or muzzled.
Your ideas and creativity become stifled after too much gaming play.
Corporate success won't bring happiness.
Find fulfilling employment that matters. That's it.

obimy.app
3 years ago
How TikTok helped us grow to 6 million users
This resulted to obimy's new audience.
Hi! obimy's official account. Here, we'll teach app developers and marketers. In 2022, our downloads increased dramatically, so we'll share what we learned.
obimy is what we call a ‘senseger’. It's a new method to communicate digitally. Instead of text, obimy users connect through senses and moods. Feeling playful? Flirt with your partner, pat a pal, or dump water on a classmate. Each feeling is an interactive animation with vibration. It's a wordless app. App Store and Google Play have obimy.
We had 20,000 users in 2022. Two to five thousand of them opened the app monthly. Our DAU metric was 500.
We have 6 million users after 6 months. 500,000 individuals use obimy daily. obimy was the top lifestyle app this week in the U.S.
And TikTok helped.
TikTok fuels obimys' growth. It's why our app exploded. How and what did we learn? Our Head of Marketing, Anastasia Avramenko, knows.
our actions prior to TikTok
We wanted to achieve product-market fit through organic expansion. Quora, Reddit, Facebook Groups, Facebook Ads, Google Ads, Apple Search Ads, and social media activity were tested. Nothing worked. Our CPI was sometimes $4, so unit economics didn't work.
We studied our markets and made audience hypotheses. We promoted our goods and studied our audience through social media quizzes. Our target demographic was Americans in long-distance relationships. I designed quizzes like Test the Strength of Your Relationship to better understand the user base. After each quiz, we encouraged users to download the app to enhance their connection and bridge the distance.
We got 1,000 responses for $50. This helped us comprehend the audience's grief and coping strategies (aka our rivals). I based action items on answers given. If you can't embrace a loved one, use obimy.
We also tried Facebook and Google ads. From the start, we knew it wouldn't work.
We were desperate to discover a free way to get more users.
Our journey to TikTok
TikTok is a great venue for emerging creators. It also helped reach people. Before obimy, my TikTok videos garnered 12 million views without sponsored promotion.
We had to act. TikTok was required.
I wasn't a TikTok user before obimy. Initially, I uploaded promotional content. Call-to-actions appear strange next to dancing challenges and my money don't jiggle jiggle. I learned TikTok. Watch TikTok for an hour was on my to-do list. What a dream job!
Our most popular movies presented the app alongside text outlining what it does. We started promoting them in Europe and the U.S. and got a 16% CTR and $1 CPI, an improvement over our previous efforts.
Somehow, we were expanding. So we came up with new hypotheses, calls to action, and content.
Four months passed, yet we saw no organic growth.
Russia attacked Ukraine.
Our app aimed to be helpful. For now, we're focusing on our Ukrainian audience. I posted sloppy TikToks illustrating how obimy can help during shelling or air raids.
In two hours, Kostia sent me our visitor count. Our servers crashed.
Initially, we had several thousand daily users. Over 200,000 users joined obimy in a week. They posted obimy videos on TikTok, drawing additional users. We've also resumed U.S. video promotion.
We gained 2,000,000 new members with less than $100 in ads, primarily in the U.S. and U.K.
TikTok helped.
The figures
We were confident we'd chosen the ideal tool for organic growth.
Over 45 million people have viewed our own videos plus a ton of user-generated content with the hashtag #obimy.
About 375 thousand people have liked all of our individual videos.
The number of downloads and the virality of videos are directly correlated.
Where are we now?
TikTok fuels our organic growth. We post 56 videos every week and pay to promote viral content.
We use UGC and influencers. We worked with Universal Music Italy on Eurovision. They offered to promote us through their million-follower TikTok influencers. We thought their followers would improve our audience, but it didn't matter. Integration didn't help us. Users that share obimy videos with their followers can reach several million views, which affects our download rate.
After the dust settled, we determined our key audience was 13-18-year-olds. They want to express themselves, but it's sometimes difficult. We're searching for methods to better engage with our users. We opened a Discord server to discuss anime and video games and gather app and content feedback.
TikTok helps us test product updates and hypotheses. Example: I once thought we might raise MAU by prompting users to add strangers as friends. Instead of asking our team to construct it, I made a TikTok urging users to share invite URLs. Users share links under every video we upload, embracing people worldwide.
Key lessons
Don't direct-sell. TikTok isn't for Instagram, Facebook, or YouTube promo videos. Conventional advertisements don't fit. Most users will swipe up and watch humorous doggos.
More product videos are better. Finally. So what?
Encourage interaction. Tagging friends in comments or making videos with the app promotes it more than any marketing spend.
Be odd and risqué. A user mistakenly sent a French kiss to their mom in one of our most popular videos.
TikTok helps test hypotheses and build your user base. It also helps develop apps. In our upcoming blog, we'll guide you through obimy's design revisions based on TikTok. Follow us on Twitter, Instagram, and TikTok.

Jano le Roux
3 years ago
Here's What I Learned After 30 Days Analyzing Apple's Microcopy
Move people with tiny words.

Apple fanboy here.
Macs are awesome.
Their iPhones rock.
$19 cloths are great.
$999 stands are amazing.
I love Apple's microcopy even more.
It's like the marketing goddess bit into the Apple logo and blessed the world with microcopy.
I took on a 30-day micro-stalking mission.
Every time I caught myself wasting time on YouTube, I had to visit Apple’s website to learn the secrets of the marketing goddess herself.
We've learned. Golden apples are calling.
Cut the friction
Benefit-first, not commitment-first.
Brands lose customers through friction.
Most brands don't think like customers.
Brands want sales.
Brands want newsletter signups.
Here's their microcopy:
“Buy it now.”
“Sign up for our newsletter.”
Both are difficult. They ask for big commitments.
People are simple creatures. Want pleasure without commitment.
Apple nails this.
So, instead of highlighting the commitment, they highlight the benefit of the commitment.

Saving on the latest iPhone sounds easier than buying it. Everyone saves, but not everyone buys.
A subtle change in framing reduces friction.
Apple eliminates customer objections to reduce friction.

Less customer friction means simpler processes.
Apple's copy expertly reassures customers about shipping fees and not being home. Apple assures customers that returning faulty products is easy.
Apple knows that talking to a real person is the best way to reduce friction and improve their copy.
Always rhyme
Learn about fine rhyme.
Poets make things beautiful with rhyme.
Copywriters use rhyme to stand out.
Apple’s copywriters have mastered the art of corporate rhyme.
Two techniques are used.
1. Perfect rhyme
Here, rhymes are identical.

2. Imperfect rhyme
Here, rhyming sounds vary.

Apple prioritizes meaning over rhyme.
Apple never forces rhymes that don't fit.
It fits so well that the copy seems accidental.
Add alliteration
Alliteration always entertains.
Alliteration repeats initial sounds in nearby words.
Apple's copy uses alliteration like no other brand I've seen to create a rhyming effect or make the text more fun to read.
For example, in the sentence "Sam saw seven swans swimming," the initial "s" sound is repeated five times. This creates a pleasing rhythm.
Microcopy overuse is like pouring ketchup on a Michelin-star meal.
Alliteration creates a memorable phrase in copywriting. It's subtler than rhyme, and most people wouldn't notice; it simply resonates.

I love how Apple uses alliteration and contrast between "wonders" and "ease".
Assonance, or repeating vowels, isn't Apple's thing.
You ≠ Hero, Customer = Hero
Your brand shouldn't be the hero.
Because they'll be using your product or service, your customer should be the hero of your copywriting. With your help, they should feel like they can achieve their goals.
I love how Apple emphasizes what you can do with the machine in this microcopy.

It's divine how they position their tools as sidekicks to help below.

This one takes the cake:

Dialogue-style writing
Conversational copy engages.
Excellent copy Like sharing gum with a friend.
This helps build audience trust.

Apple does this by using natural connecting words like "so" and phrases like "But that's not all."
Snowclone-proof
The mother of all microcopy techniques.
A snowclone uses an existing phrase or sentence to create a new one. The new phrase or sentence uses the same structure but different words.
It’s usually a well know saying like:
To be or not to be.
This becomes a formula:
To _ or not to _.
Copywriters fill in the blanks with cause-related words. Example:
To click or not to click.

Apple turns "survival of the fittest" into "arrival of the fittest."
It's unexpected and surprises the reader.
So this was fun.
But my fun has just begun.
Microcopy is 21st-century poetry.
I came as an Apple fanboy.
I leave as an Apple fanatic.
Now I’m off to find an apple tree.
Cause you know how it goes.
(Apples, trees, etc.)
This post is a summary. Original post available here.
