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.
Onchain Wizard
3 years ago
Three Arrows Capital & Celsius Updates
I read 1k+ page 3AC liquidation documentation so you don't have to. Also sharing revised Celsius recovery plans.
3AC's liquidation documents:
Someone disclosed 3AC liquidation records in the BVI courts recently. I'll discuss the leak's timeline and other highlights.
Three Arrows Capital began trading traditional currencies in emerging markets in 2012. They switched to equities and crypto, then purely crypto in 2018.
By 2020, the firm had $703mm in net assets and $1.8bn in loans (these guys really like debt).
The firm's net assets under control reached $3bn in April 2022, according to the filings. 3AC had $600mm of LUNA/UST exposure before May 9th 2022, which put them over.
LUNA and UST go to zero quickly (I wrote about the mechanics of the blowup here). Kyle Davies, 3AC co-founder, told Blockchain.com on May 13 that they have $2.4bn in assets and $2.3bn NAV vs. $2bn in borrowings. As BTC and ETH plunged 33% and 50%, the company became insolvent by mid-2022.
3AC sent $32mm to Tai Ping Shen, a Cayman Islands business owned by Su Zhu and Davies' partner, Kelly Kaili Chen (who knows what is going on here).
3AC had borrowed over $3.5bn in notional principle, with Genesis ($2.4bn) and Voyager ($650mm) having the most exposure.
Genesis demanded $355mm in further collateral in June.
Deribit (another 3AC investment) called for $80 million in mid-June.
Even in mid-June, the corporation was trying to borrow more money to stay afloat. They approached Genesis for another $125mm loan (to pay another lender) and HODLnauts for BTC & ETH loans.
Pretty crazy. 3AC founders used borrowed money to buy a $50 million boat, according to the leak.
Su requesting for $5m + Chen Kaili Kelly asserting they loaned $65m unsecured to 3AC are identified as creditors.
Celsius:
This bankruptcy presentation shows the Celsius breakdown from March to July 14, 2022. From $22bn to $4bn, crypto assets plummeted from $14.6bn to $1.8bn (ouch). $16.5bn in user liabilities dropped to $4.72bn.
In my recent post, I examined if "forced selling" is over, with Celsius' crypto assets being a major overhang. In this presentation, it looks that Chapter 11 will provide clients the opportunity to accept cash at a discount or remain long crypto. Provided that a fresh source of money is unlikely to enter the Celsius situation, cash at a discount or crypto given to customers will likely remain a near-term market risk - cash at a discount will likely come from selling crypto assets, while customers who receive crypto could sell at any time. I'll share any Celsius updates I find.
Conclusion
Only Celsius and the Mt Gox BTC unlock remain as forced selling catalysts. While everything went through a "relief" pump, with ETH up 75% from the bottom and numerous alts multiples higher, there are still macro dangers to equities + risk assets. There's a lot of wealth waiting to be deployed in crypto ($153bn in stables), but fund managers are risk apprehensive (lower than 2008 levels).
We're hopefully over crypto's "bottom," with peak anxiety and forced selling behind us, but we may chop around.
To see the full article, click here.
Tim Denning
3 years ago
The Dogecoin millionaire mysteriously disappeared.
The American who bought a meme cryptocurrency.
Cryptocurrency is the financial underground.
I love it. But there’s one thing I hate: scams. Over the last few years the Dogecoin cryptocurrency saw massive gains.
Glauber Contessoto overreacted. He shared his rags-to-riches cryptocurrency with the media.
He's only wealthy on paper. No longer Dogecoin millionaire.
Here's what he's doing now. It'll make you rethink cryptocurrency investing.
Strange beginnings
Glauber once had a $36,000-a-year job.
He grew up poor and wanted to make his mother proud. Tesla was his first investment. He bought GameStop stock after Reddit boosted it.
He bought whatever was hot.
He was a young investor. Memes, not research, influenced his decisions.
Elon Musk (aka Papa Elon) began tweeting about Dogecoin.
Doge is a 2013 cryptocurrency. One founder is Australian. He insists it's funny.
He was shocked anyone bought it LOL.
Doge is a Shiba Inu-themed meme. Now whenever I see a Shiba Inu, I think of Doge.
Elon helped drive up the price of Doge by talking about it in 2020 and 2021 (don't take investment advice from Elon; he's joking and gaslighting you).
Glauber caved. He invested everything in Doge. He borrowed from family and friends. He maxed out his credit card to buy more Doge. Yuck.
Internet dubbed him a genius. Slumdog millionaire and The Dogefather were nicknames. Elon pumped Doge on social media.
Good times.
From $180,000 to $1,000,000+
TikTok skyrocketed Doge's price.
Reddit fueled up. Influencers recommended buying Doge because of its popularity. Glauber's motto:
Scared money doesn't earn.
Glauber was no broke ass anymore.
His $180,000 Dogecoin investment became $1M. He championed investing. He quit his dumb job like a rebellious millennial.
A puppy dog meme captivated the internet.
Rise and fall
Whenever I invest in anything I ask myself “what utility does this have?”
Dogecoin is useless.
You buy it for the cute puppy face and hope others will too, driving up the price. All cryptocurrencies fell in 2021's second half.
Central banks raised interest rates, and inflation became a pain.
Dogecoin fell more than others. 90% decline.
Glauber’s Dogecoin is now worth $323K. Still no sales. His dog god is unshakeable. Confidence rocks. Dogecoin millionaire recently said...
“I should have sold some.”
Yes, sir.
He now avoids speculative cryptocurrencies like Dogecoin and focuses on Bitcoin and Ethereum.
I've long said this. Starbucks is building on Ethereum.
It's useful. Useful. Developers use Ethereum daily. Investing makes you wiser over time, like the Dogecoin millionaire.
When risk b*tch slaps you, humility follows, as it did for me when I lost money.
You have to lose money to make money. Few understand.
Dogecoin's omissions
You might be thinking Dogecoin is crap.
I'll take a contrarian stance. Dogecoin does nothing, but it has a strong community. Dogecoin dominates internet memes.
It's silly.
Not quite. The message of crypto that many people forget is that it’s a change in business model.
Businesses create products and services, then advertise to find customers. Crypto Web3 works backwards. A company builds a fanbase but sells them nothing.
Once the community reaches MVC (minimum viable community), a business can be formed.
Community members are relational versus transactional. They're invested in a cause and care about it (typically ownership in the business via crypto).
In this new world, Dogecoin has the most important feature.
Summary
While Dogecoin does have a community I still dislike it.
It's all shady. Anything Elon Musk recommends is a bad investment (except SpaceX & Tesla are great companies).
Dogecoin Millionaire has wised up and isn't YOLOing into more dog memes.
Don't follow the crowd or the hype. Investing is a long-term sport based on fundamentals and research.
Since Ethereum's inception, I've spent 10,000 hours researching.
Dogecoin will be the foundation of something new, like Pets.com at the start of the dot-com revolution. But I doubt Doge will boom.
Be safe!
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Jess Rifkin
3 years ago
As the world watches the Russia-Ukraine border situation, This bill would bar aid to Ukraine until the Mexican border is secured.
Although Mexico and Ukraine are thousands of miles apart, this legislation would link their responses.
Context
Ukraine was a Soviet republic until 1991. A significant proportion of the population, particularly in the east, is ethnically Russian. In February, the Russian military invaded Ukraine, intent on overthrowing its democratically elected government.
This could be the biggest European land invasion since WWII. In response, President Joe Biden sent 3,000 troops to NATO countries bordering Ukraine to help with Ukrainian refugees, with more troops possible if the situation worsened.
In July 2021, the US Border Patrol reported its highest monthly encounter total since March 2000. Some Republicans compare Biden's response to the Mexican border situation to his response to the Ukrainian border situation, though the correlation is unclear.
What the bills do
Two new Republican bills seek to link the US response to Ukraine to the situation in Mexico.
The Secure America's Borders First Act would prohibit federal funding for Ukraine until the US-Mexico border is “operationally controlled,” including a wall as promised by former President Donald Trump. (The bill even mandates a 30-foot-high wall.)
The USB (Ukraine and Southern Border) Act, introduced on February 8 by Rep. Matt Rosendale (R-MT0), would allow the US to support Ukraine, but only if the number of Armed Forces deployed there is less than the number deployed to the Mexican border. Madison Cawthorne introduced H.R. 6665 on February 9th (R-NC11).
What backers say
Supporters argue that even if the US should militarily assist Ukraine, our own domestic border situation should take precedence.
After failing to secure our own border and protect our own territorial integrity, ‘America Last' politicians on both sides of the aisle now tell us that we must do so for Ukraine. “Before rushing America into another foreign conflict over an Eastern European nation's border thousands of miles from our shores, they should first secure our southern border.”
“If Joe Biden truly cared about Americans, he would prioritize national security over international affairs,” Rep. Cawthorn said in a separate press release. The least we can do to secure our own country is send the same number of troops to the US-Mexico border to assist our border patrol agents working diligently to secure America.
What opponents say
The president has defended his Ukraine and Mexico policies, stating that both seek peace and diplomacy.
Our nations [the US and Mexico] have a long and complicated history, and we haven't always been perfect neighbors, but we have seen the power and purpose of cooperation,” Biden said in 2021. “We're safer when we work together, whether it's to manage our shared border or stop the pandemic. [In both the Obama and Biden administration], we made a commitment that we look at Mexico as an equal, not as somebody who is south of our border.”
No mistake: If Russia goes ahead with its plans, it will be responsible for a catastrophic and unnecessary war of choice. To protect our collective security, the United States and our allies are ready to defend every inch of NATO territory. We won't send troops into Ukraine, but we will continue to support the Ukrainian people... But, I repeat, Russia can choose diplomacy. It is not too late to de-escalate and return to the negotiating table.”
Odds of passage
The Secure America's Borders First Act has nine Republican sponsors. Either the House Armed Services or Foreign Affairs Committees may vote on it.
Rep. Paul Gosar, a Republican, co-sponsored the USB Act (R-AZ4). The House Armed Services Committee may vote on it.
With Republicans in control, passage is unlikely.
Joe Procopio
3 years ago
Provide a product roadmap that can withstand startup velocities
This is how to build a car while driving.
Building a high-growth startup is compared to building a car while it's speeding down the highway.
How to plan without going crazy? Or, without losing team, board, and investor buy-in?
I just delivered our company's product roadmap for the rest of the year. Complete. Thorough. Page-long. I'm optimistic about its chances of surviving as everything around us changes, from internal priorities to the global economy.
It's tricky. This isn't the first time I've created a startup roadmap. I didn't invent a document. It took time to deliver a document that will be relevant for months.
Goals matter.
Although they never change, goals are rarely understood.
This is the third in a series about a startup's unique roadmapping needs. Velocity is the intensity at which a startup must produce to survive.
A high-growth startup moves at breakneck speed, which I alluded to when I said priorities and economic factors can change daily or weekly.
At that speed, a startup's roadmap must be flexible, bend but not break, and be brief and to the point. I can't tell you how many startups and large companies develop a product roadmap every quarter and then tuck it away.
Big, wealthy companies can do this. It's suicide for a startup.
The drawer thing happens because startup product roadmaps are often valid for a short time. The roadmap is a random list of features prioritized by different company factions and unrelated to company goals.
It's not because the goals changed that a roadmap is shelved or ignored. Because the company's goals were never communicated or documented in the context of its product.
In the previous post, I discussed how to turn company goals into a product roadmap. In this post, I'll show you how to make a one-page startup roadmap.
In a future post, I'll show you how to follow this roadmap. This roadmap helps you track company goals, something a roadmap must do.
Be vague for growth, but direct for execution.
Here's my plan. The real one has more entries and more content in each.
Let's discuss smaller boxes.
Product developers and engineers know that the further out they predict, the more wrong they'll be. When developing the product roadmap, this rule is ignored. Then it bites us three, six, or nine months later when we haven't even started.
Why do we put everything in a product roadmap like a project plan?
Yes, I know. We use it when the product roadmap isn't goal-based.
A goal-based roadmap begins with a document that outlines each goal's idea, execution, growth, and refinement.
Once the goals are broken down into epics, initiatives, projects, and programs, only the idea and execution phases should be modeled. Any goal growth or refinement items should be vague and loosely mapped.
Why? First, any idea or execution-phase goal will result in growth initiatives that are unimaginable today. Second, internal priorities and external factors will change, but the goals won't. Locking items into calendar slots reduces flexibility and forces deviation from the single source of truth.
No soothsayers. Predicting the future is pointless; just prepare.
A map is useless if you don't know where you're going.
As we speed down the road, the car and the road will change. Goals define the destination.
This quarter and next quarter's roadmap should be set. After that, you should track destination milestones, not how to get there.
When you do that, even the most critical investors will understand the roadmap and buy in. When you track progress at the end of the quarter and revise your roadmap, the destination won't change.
Alexander Nguyen
3 years ago
A Comparison of Amazon, Microsoft, and Google's Compensation
Learn or earn
In 2020, I started software engineering. My base wage has progressed as follows:
Amazon (2020): $112,000
Microsoft (2021): $123,000
Google (2022): $169,000
I didn't major in math, but those jumps appear more than a 7% wage increase. Here's a deeper look at the three.
The Three Categories of Compensation
Most software engineering compensation packages at IT organizations follow this format.
Minimum Salary
Base salary is pre-tax income. Most organizations give a base pay. This is paid biweekly, twice monthly, or monthly.
Recruiting Bonus
Sign-On incentives are one-time rewards to new hires. Companies need an incentive to switch. If you leave early, you must pay back the whole cost or a pro-rated amount.
Equity
Equity is complex and requires its own post. A company will promise to give you a certain amount of company stock but when you get it depends on your offer. 25% per year for 4 years, then it's gone.
If a company gives you $100,000 and distributes 25% every year for 4 years, expect $25,000 worth of company stock in your stock brokerage on your 1 year work anniversary.
Performance Bonus
Tech offers may include yearly performance bonuses. Depends on performance and funding. I've only seen 0-20%.
Engineers' overall compensation usually includes:
Base Salary + Sign-On + (Total Equity)/4 + Average Performance Bonus
Amazon: (TC: 150k)
Base Pay System
Amazon pays Seattle employees monthly on the first work day. I'd rather have my money sooner than later, even if it saves processing and pay statements.
The company upped its base pay cap from $160,000 to $350,000 to compete with other tech companies.
Performance Bonus
Amazon has no performance bonus, so you can work as little or as much as you like and get paid the same. Amazon is savvy to avoid promising benefits it can't deliver.
Sign-On Bonus
Amazon gives two two-year sign-up bonuses. First-year workers could receive $20,000 and second-year workers $15,000. It's probably to make up for the company's strange equity structure.
If you leave during the first year, you'll owe the entire money and a prorated amount for the second year bonus.
Equity
Most organizations prefer a 25%, 25%, 25%, 25% equity structure. Amazon takes a different approach with end-heavy equity:
the first year, 5%
15% after one year.
20% then every six months
We thought it was constructed this way to keep staff longer.
Microsoft (TC: 185k)
Base Pay System
Microsoft paid biweekly.
Gainful Performance
My offer letter suggested a 0%-20% performance bonus. Everyone will be satisfied with a 10% raise at year's end.
But misleading press where the budget for the bonus is doubled can upset some employees because they won't earn double their expected bonus. Still barely 10% for 2022 average.
Sign-On Bonus
Microsoft's sign-on bonus is a one-time payout. The contract can require 2-year employment. You must negotiate 1 year. It's pro-rated, so that's fair.
Equity
Microsoft is one of those companies that has standard 25% equity structure. Except if you’re a new graduate.
In that case it’ll be
25% six months later
25% each year following that
New grads will acquire equity in 3.5 years, not 4. I'm guessing it's to keep new grads around longer.
Google (TC: 300k)
Base Pay Structure
Google pays biweekly.
Performance Bonus
Google's offer letter specifies a 15% bonus. It's wonderful there's no cap, but I might still get 0%. A little more than Microsoft’s 10% and a lot more than Amazon’s 0%.
Sign-On Bonus
Google gave a 1-year sign-up incentive. If the contract is only 1 year, I can move without any extra obligations.
Not as fantastic as Amazon's sign-up bonuses, but the remainder of the package might compensate.
Equity
We covered Amazon's tail-heavy compensation structure, so Google's front-heavy equity structure may surprise you.
Annual structure breakdown
33% Year 1
33% Year 2
22% Year 3
12% Year 4
The goal is to get them to Google and keep them there.
Final Thoughts
This post hopefully helped you understand the 3 firms' compensation arrangements.
There's always more to discuss, such as refreshers, 401k benefits, and business discounts, but I hope this shows a distinction between these 3 firms.