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:

1. An investment of money
2. n a common enterprise
3. With the expectation of profit
4. 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. 

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

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So you've finished your NFT collection and are ready to sell it. Except you can't figure out how to mint them! Not sure about smart contracts or want to avoid rising gas prices. You've tried and failed with apps like Mini mouse macro, and you're not familiar with Selenium/Python. Worry no more, NodeJS and Puppeteer have arrived!

Learn how to automatically post and sell all 1000 of my AI-generated word NFTs (Nakahana) on OpenSea for FREE!

My NFT project — Nakahana |

NOTE: Only NFTs on the Polygon blockchain can be sold for free; Ethereum requires an initiation charge. NFTs can still be bought with (wrapped) ETH.

If you want to go right into the code, here's the GitHub link: https://github.com/Yusu-f/nftuploader

Let's start with the knowledge and tools you'll need.

What you should know

You must be able to write and run simple NodeJS programs. You must also know how to utilize a Metamask wallet.

Tools needed

• NodeJS. You'll need NodeJs to run the script and NPM to install the dependencies.
• Puppeteer – Use Puppeteer to automate your browser and go to sleep while your computer works.
• Metamask – Create a crypto wallet and sign transactions using Metamask (free). You may learn how to utilize Metamask here.
• Chrome – Puppeteer supports Chrome.

Let's get started now!

Starting Out

Clone Github Repo to your local machine. Make sure that NodeJS, Chrome, and Metamask are all installed and working. Navigate to the project folder and execute npm install. This installs all requirements.

Replace the “extension path” variable with the Metamask chrome extension path. Read this tutorial to find the path.

Substitute an array containing your NFT names and metadata for the “arr” variable and the “collection_name” variable with your collection’s name.

Run the script.

After that, run node nftuploader.js.

Open a new chrome instance (not chromium) and Metamask in it. Import your Opensea wallet using your Secret Recovery Phrase or create a new one and link it. The script will be unable to continue after this but don’t worry, it’s all part of the plan.

Next steps

Open your terminal again and copy the route that starts with “ws”, e.g. “ws:/localhost:53634/devtools/browser/c07cb303-c84d-430d-af06-dd599cf2a94f”. Replace the path in the connect function of the nftuploader.js script.

Rerun node nftuploader.js. A second tab should open in THE SAME chrome instance, navigating to your Opensea collection. Your NFTs should now start uploading one after the other! If any errors occur, the NFTs and errors are logged in an errors.log file.

Error Handling

The errors.log file should show the name of the NFTs and the error type. The script has been changed to allow you to simply check if an NFT has already been posted. Simply set the “searchBeforeUpload” setting to true.

We're done!

If you liked it, you can buy one of my NFTs! If you have any concerns or would need a feature added, please let me know.

Thank you to everyone who has read and liked. I never expected it to be so popular.

The Pacific island state recognizes decentralized autonomous organizations.

The Republic of the Marshall Islands has recognized decentralized autonomous organizations (DAOs) as legal entities, giving collectively owned and managed blockchain projects global recognition.

The Marshall Islands' amended the Non-Profit Entities Act 2021 that now recognizes DAOs, which are blockchain-based entities governed by self-organizing communities. Incorporating Admiralty LLC, the island country's first DAO, was made possible thanks to the amendement. MIDAO Directory Services Inc., a domestic organization established to assist DAOs in the Marshall Islands, assisted in the incorporation.

The new law currently allows any DAO to register and operate in the Marshall Islands.

“This is a unique moment to lead,” said Bobby Muller, former Marshall Islands chief secretary and co-founder of MIDAO. He believes DAOs will help create “more efficient and less hierarchical” organizations.

A global hub for DAOs, the Marshall Islands hopes to become a global hub for DAO registration, domicile, use cases, and mass adoption. He added:

According to the World Bank, the Marshall Islands is an independent island state in the Pacific Ocean near the Equator. To create a blockchain-based cryptocurrency that would be legal tender alongside the US dollar, the island state has been actively exploring use cases for digital assets since at least 2018.

In February 2018, the Marshall Islands approved the creation of a new cryptocurrency, Sovereign (SOV). As expected, the IMF has criticized the plan, citing concerns that a digital sovereign currency would jeopardize the state's financial stability. They have also criticized El Salvador, the first country to recognize Bitcoin (BTC) as legal tender.

Marshall Islands senator David Paul said the DAO legislation does not pose the same issues as a government-backed cryptocurrency. “A sovereign digital currency is financial and raises concerns about money laundering,” . This is more about giving DAOs legal recognition to make their case to regulators, investors, and consumers.

So you want to get into sneakers? Buying a few sneakers and figuring it out seems simple. Then you miss out on the weekend's instant-sellout releases, so you head to eBay, Twitter, or your local  sneaker group to see what's available, since you're probably not ready to pay Flight Club prices just yet.

That's when you're bombarded with new nicknames, abbreviations, and general sneaker slang. It would take months to explain every word and sneaker, so here's a starter kit of ten simple terms to get you started. (Yeah, mostly Jordan. Does anyone really start with Kith or Nike SB?)

10. Colorways

Colorways are a common term in fashion, design, and other visual fields. It's just the product's color scheme. In the case of sneakers, the colorway is often as important as the actual model. Are this year's "Chicago" Air Jordan 1s more durable than last year's "Black/Gum" colorway? Because of their colorway and rarity, the Chicagos are worth roughly three pairs of the Black/Gum kicks.

9. Beaters

A “beater” is a well-worn, likely older model of shoe that has significant wear and tear on it. Rarely sold with the original box or extra laces, beaters rarely sell for much. Unlike most “worn” sneakers, beaters are used for rainy days and the gym. It's exactly what it sounds like, a box full of beaters, and they're a good place to start if you're looking for some cheap old kicks.

8. Retro

In the world of Jordan Brand, a “Retro” release is simply a release (or re-release) of a colorway after the shoe model's initial release. For example, the original Air Jordan 7 was released in 1992, but the Bordeaux colorway was re-released in 2011 and recently (2015). An Air Jordan model is released every year, and while half of them are unpopular and unlikely to be Retroed soon, any of them could be re-released whenever Nike and Jordan felt like it.

7. PP/Inv

In spite of the fact that eBay takes roughly 10% of the final price, many sneaker buyers and sellers prefer to work directly with PayPal. Selling sneakers for $100 via PayPal invoice or $100 via PayPal friends/family is common on social media. Because no one wants their eBay account suspended for promoting PayPal deals, many eBay sellers will simply state “Message me for a better price.”

6. Yeezy

Kanye West and his sneakers are known as Yeezys. The rapper's first two Yeezys were made by Nike before switching to Adidas. Everything Yeezy-related will be significantly more expensive (and therefore have significantly more fakes made). Not only is the Nike Air Yeezy 2 “Red October” one of the most sought-after sneakers, but the Yeezy influence can be seen everywhere.

5. GR/Limited

Regardless of how visually repulsive, uncomfortable, and/or impractical a sneaker is, if it’s rare enough, people will still want it. GR stands for General Release, which means they're usually available at retail. Reselling a “Limited Edition” release is costly. Supply and demand, but in this case, the limited supply drives up demand. If you want to get some of the colorways made for rappers, NBA players (Player Exclusive or PE models), and other celebrities, be prepared to pay a premium.

4. Grails

A “grail” is a pair of sneakers that someone desires above all others. To obtain their personal grails, people are willing to pay significantly more than the retail price. There doesn't have to be any rhyme or reason why someone chose a specific pair as their grails.

3. Bred

Anything released in “Bred” (black and red) will sell out quickly. Most resale Air Jordans (and other sneakers) come in the Bred colorway, which is a fan favorite. Bred is a good choice for a first colorway, especially on a solid sneaker silhouette.

2. DS

DS = Deadstock = New. That's it. If something has been worn or tried on, it is no longer DS. Very Near Deadstock (VNDS) Pass As Deadstock It's a cute way of saying your sneakers have been worn but are still in good shape. In the sneaker world, “worn” means they are no longer new, but not too old or beat up.

1. Fake/Unauthorized

The words “Unauthorized,” “Replica,” “B-grades,” and “Super Perfect” all mean the shoes are fake. It means they aren't made by the actual company, no matter how close or how good the quality. If that's what you want, go ahead and get them. Do not wear them if you do not want the rest of the sneaker world to mock them.