More on Web3 & Crypto
:max_bytes(150000):strip_icc():gifv():format(webp)/reiff_headshot-5bfc2a60c9e77c00519a70bd.jpg)
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.
Alex Bentley
3 years ago
Why Bill Gates thinks Bitcoin, crypto, and NFTs are foolish
Microsoft co-founder Bill Gates assesses digital assets while the bull is caged.

Bill Gates is well-respected.
Reasonably. He co-founded and led Microsoft during its 1980s and 1990s revolution.
After leaving Microsoft, Bill Gates pursued other interests. He and his wife founded one of the world's largest philanthropic organizations, Bill & Melinda Gates Foundation. He also supports immunizations, population control, and other global health programs.
When Gates criticized Bitcoin, cryptocurrencies, and NFTs, it made news.
Bill Gates said at the 58th Munich Security Conference...
“You have an asset class that’s 100% based on some sort of greater fool theory that somebody’s going to pay more for it than I do.”
Gates means digital assets. Like many bitcoin critics, he says digital coins and tokens are speculative.
And he's not alone. Financial experts have dubbed Bitcoin and other digital assets a "bubble" for a decade.
Gates also made fun of Bored Ape Yacht Club and NFTs, saying, "Obviously pricey digital photographs of monkeys will help the world."
Why does Bill Gates dislike digital assets?
According to Gates' latest comments, Bitcoin, cryptos, and NFTs aren't good ways to hold value.
Bill Gates is a better investor than Elon Musk.
“I’m used to asset classes, like a farm where they have output, or like a company where they make products,” Gates said.
The Guardian claimed in April 2021 that Bill and Melinda Gates owned the most U.S. farms. Over 242,000 acres of farmland.
The Gates couple has enough farmland to cover Hong Kong.

Bill Gates is a classic investor. He wants companies with an excellent track record, strong fundamentals, and good management. Or tangible assets like land and property.
Gates prefers the "old economy" over the "new economy"
Gates' criticism of Bitcoin and cryptocurrency ventures isn't surprising. These digital assets lack all of Gates's investing criteria.
Volatile digital assets include Bitcoin. Their costs might change dramatically in a day. Volatility scares risk-averse investors like Gates.
Gates has a stake in the old financial system. As Microsoft's co-founder, Gates helped develop a dominant tech company.
Because of his business, he's one of the world's richest men.
Bill Gates is invested in protecting the current paradigm.
He won't invest in anything that could destroy the global economy.
When Gates criticizes Bitcoin, cryptocurrencies, and NFTs, he's suggesting they're a hoax. These soapbox speeches are one way he protects his interests.
Digital assets aren't a bad investment, though. Many think they're the future.
Changpeng Zhao and Brian Armstrong are two digital asset billionaires. Two crypto exchange CEOs. Binance/Coinbase.
Digital asset revolution won't end soon.
If you disagree with Bill Gates and plan to invest in Bitcoin, cryptocurrencies, or NFTs, do your own research and understand the risks.
But don’t take Bill Gates’ word for it.
He’s just an old rich guy with a lot of farmland.
He has a lot to lose if Bitcoin and other digital assets gain global popularity.
This post is a summary. Read the full article here.
Isobel Asher Hamilton
3 years ago
$181 million in bitcoin buried in a dump. $11 million to get them back
James Howells lost 8,000 bitcoins. He has $11 million to get them back.
His life altered when he threw out an iPhone-sized hard drive.
Howells, from the city of Newport in southern Wales, had two identical laptop hard drives squirreled away in a drawer in 2013. One was blank; the other had 8,000 bitcoins, currently worth around $181 million.
He wanted to toss out the blank one, but the drive containing the Bitcoin went to the dump.
He's determined to reclaim his 2009 stash.
Howells, 36, wants to arrange a high-tech treasure hunt for bitcoins. He can't enter the landfill.
Newport's city council has rebuffed Howells' requests to dig for his hard drive for almost a decade, stating it would be expensive and environmentally destructive.
I got an early look at his $11 million idea to search 110,000 tons of trash. He expects submitting it to the council would convince it to let him recover the hard disk.
110,000 tons of trash, 1 hard drive
Finding a hard disk among heaps of trash may seem Herculean.
Former IT worker Howells claims it's possible with human sorters, robot dogs, and an AI-powered computer taught to find hard drives on a conveyor belt.
His idea has two versions, depending on how much of the landfill he can search.
His most elaborate solution would take three years and cost $11 million to sort 100,000 metric tons of waste. Scaled-down version costs $6 million and takes 18 months.
He's created a team of eight professionals in AI-powered sorting, landfill excavation, garbage management, and data extraction, including one who recovered Columbia's black box data.
The specialists and their companies would be paid a bonus if they successfully recovered the bitcoin stash.
Howells: "We're trying to commercialize this project."
Howells claimed rubbish would be dug up by machines and sorted near the landfill.
Human pickers and a Max-AI machine would sort it. The machine resembles a scanner on a conveyor belt.
Remi Le Grand of Max-AI told us it will train AI to recognize Howells-like hard drives. A robot arm would select candidates.
Howells has added security charges to his scheme because he fears people would steal the hard drive.
He's budgeted for 24-hour CCTV cameras and two robotic "Spot" canines from Boston Dynamics that would patrol at night and look for his hard drive by day.
Howells said his crew met in May at the Celtic Manor Resort outside Newport for a pitch rehearsal.
Richard Hammond's narrative swings from banal to epic.
Richard Hammond filmed the meeting and created a YouTube documentary on Howells.
Hammond said of Howells' squad, "They're committed and believe in him and the idea."
Hammond: "It goes from banal to gigantic." "If I were in his position, I wouldn't have the strength to answer the door."
Howells said trash would be cleaned and repurposed after excavation. Reburying the rest.
"We won't pollute," he declared. "We aim to make everything better."
After the project is finished, he hopes to develop a solar or wind farm on the dump site. The council is unlikely to accept his vision soon.
A council representative told us, "Mr. Howells can't convince us of anything." "His suggestions constitute a significant ecological danger, which we can't tolerate and are forbidden by our permit."
Will the recovered hard drive work?
The "platter" is a glass or metal disc that holds the hard drive's data. Howells estimates 80% to 90% of the data will be recoverable if the platter isn't damaged.
Phil Bridge, a data-recovery expert who consulted Howells, confirmed these numbers.
If the platter is broken, Bridge adds, data recovery is unlikely.
Bridge says he was intrigued by the proposal. "It's an intriguing case," he added. Helping him get it back and proving everyone incorrect would be a great success story.
Who'd pay?
Swiss and German venture investors Hanspeter Jaberg and Karl Wendeborn told us they would fund the project if Howells received council permission.
Jaberg: "It's a needle in a haystack and a high-risk investment."
Howells said he had no contract with potential backers but had discussed the proposal in Zoom meetings. "Until Newport City Council gives me something in writing, I can't commit," he added.
Suppose he finds the bitcoins.
Howells said he would keep 30% of the data, worth $54 million, if he could retrieve it.
A third would go to the recovery team, 30% to investors, and the remainder to local purposes, including gifting £50 ($61) in bitcoin to each of Newport's 150,000 citizens.
Howells said he opted to spend extra money on "professional firms" to help convince the council.
What if the council doesn't approve?
If Howells can't win the council's support, he'll sue, claiming its actions constitute a "illegal embargo" on the hard drive. "I've avoided that path because I didn't want to cause complications," he stated. I wanted to cooperate with Newport's council.
Howells never met with the council face-to-face. He mentioned he had a 20-minute Zoom meeting in May 2021 but thought his new business strategy would help.
He met with Jessica Morden on June 24. Morden's office confirmed meeting.
After telling the council about his proposal, he can only wait. "I've never been happier," he said. This is our most professional operation, with the best employees.
The "crypto proponent" buys bitcoin every month and sells it for cash.
Howells tries not to think about what he'd do with his part of the money if the hard disk is found functional. "Otherwise, you'll go mad," he added.
This post is a summary. Read the full article here.
You might also like

Dr. Linda Dahl
3 years ago
We eat corn in almost everything. Is It Important?
Corn Kid got viral on TikTok after being interviewed by Recess Therapy. Tariq, called the Corn Kid, ate a buttery ear of corn in the video. He's corn crazy. He thinks everyone just has to try it. It turns out, whether we know it or not, we already have.
Corn is a fruit, veggie, and grain. It's the second-most-grown crop. Corn makes up 36% of U.S. exports. In the U.S., it's easy to grow and provides high yields, as proven by the vast corn belt spanning the Midwest, Great Plains, and Texas panhandle. Since 1950, the corn crop has doubled to 10 billion bushels.
You say, "Fine." We shouldn't just grow because we can. Why so much corn? What's this corn for?
Why is practical and political. Michael Pollan's The Omnivore's Dilemma has the full narrative. Early 1970s food costs increased. Nixon subsidized maize to feed the public. Monsanto genetically engineered corn seeds to make them hardier, and soon there was plenty of corn. Everyone ate. Woot! Too much corn followed. The powers-that-be had to decide what to do with leftover corn-on-the-cob.
They are fortunate that corn has a wide range of uses.
First, the edible variants. I divide corn into obvious and stealth.
Obvious corn includes popcorn, canned corn, and corn on the cob. This form isn't always digested and often comes out as entire, polka-dotting poop. Cornmeal can be ground to make cornbread, polenta, and corn tortillas. Corn provides antioxidants, minerals, and vitamins in moderation. Most synthetic Vitamin C comes from GMO maize.
Corn oil, corn starch, dextrose (a sugar), and high-fructose corn syrup are often overlooked. They're stealth corn because they sneak into practically everything. Corn oil is used for frying, baking, and in potato chips, mayonnaise, margarine, and salad dressing. Baby food, bread, cakes, antibiotics, canned vegetables, beverages, and even dairy and animal products include corn starch. Dextrose appears in almost all prepared foods, excluding those with high-fructose corn syrup. HFCS isn't as easily digested as sucrose (from cane sugar). It can also cause other ailments, which we'll discuss later.
Most foods contain corn. It's fed to almost all food animals. 96% of U.S. animal feed is corn. 39% of U.S. corn is fed to livestock. But animals prefer other foods. Omnivore chickens prefer insects, worms, grains, and grasses. Captive cows are fed a total mixed ration, which contains corn. These animals' products, like eggs and milk, are also corn-fed.
There are numerous non-edible by-products of corn that are employed in the production of items like:
fuel-grade ethanol
plastics
batteries
cosmetics
meds/vitamins binder
carpets, fabrics
glutathione
crayons
Paint/glue
How does corn influence you? Consider quick food for dinner. You order a cheeseburger, fries, and big Coke at the counter (or drive-through in the suburbs). You tell yourself, "No corn." All that contains corn. Deconstruct:
Cows fed corn produce meat and cheese. Meat and cheese were bonded with corn syrup and starch (same). The bun (corn flour and dextrose) and fries were fried in maize oil. High fructose corn syrup sweetens the drink and helps make the cup and straw.
Just about everything contains corn. Then what? A cornspiracy, perhaps? Is eating too much maize an issue, or should we strive to stay away from it whenever possible?
As I've said, eating some maize can be healthy. 92% of U.S. corn is genetically modified, according to the Center for Food Safety. The adjustments are expected to boost corn yields. Some sweet corn is genetically modified to produce its own insecticide, a protein deadly to insects made by Bacillus thuringiensis. It's safe to eat in sweet corn. Concerns exist about feeding agricultural animals so much maize, modified or not.
High fructose corn syrup should be consumed in moderation. Fructose, a sugar, isn't easily metabolized. Fructose causes diabetes, fatty liver, obesity, and heart disease. It causes inflammation, which might aggravate gout. Candy, packaged sweets, soda, fast food, juice drinks, ice cream, ice cream topping syrups, sauces & condiments, jams, bread, crackers, and pancake syrup contain the most high fructose corn syrup. Everyday foods with little nutrients. Check labels and choose cane sugar or sucrose-sweetened goods. Or, eat corn like the Corn Kid.

The woman
3 years ago
The renowned and highest-paid Google software engineer
His story will inspire you.
“Google search went down for a few hours in 2002; Jeff Dean handled all the queries by hand and checked quality doubled.”- Jeff Dean Facts.
One of many Jeff Dean jokes, but you get the idea.
Google's top six engineers met in a war room in mid-2000. Google's crawling system, which indexed the Web, stopped working. Users could still enter queries, but results were five months old.
Google just signed a deal with Yahoo to power a ten-times-larger search engine. Tension rose. It was crucial. If they failed, the Yahoo agreement would likely fall through, risking bankruptcy for the firm. Their efforts could be lost.
A rangy, tall, energetic thirty-one-year-old man named Jeff dean was among those six brilliant engineers in the makeshift room. He had just left D. E. C. a couple of months ago and started his career in a relatively new firm Google, which was about to change the world. He rolled his chair over his colleague Sanjay and sat right next to him, cajoling his code like a movie director. The history started from there.
When you think of people who shaped the World Wide Web, you probably picture founders and CEOs like Larry Page and Sergey Brin, Marc Andreesen, Tim Berners-Lee, Bill Gates, and Mark Zuckerberg. They’re undoubtedly the brightest people on earth.
Under these giants, legions of anonymous coders work at keyboards to create the systems and products we use. These computer workers are irreplaceable.
Let's get to know him better.
It's possible you've never heard of Jeff Dean. He's American. Dean created many behind-the-scenes Google products. Jeff, co-founder and head of Google's deep learning research engineering team, is a popular technology, innovation, and AI keynote speaker.
While earning an MS and Ph.D. in computer science at the University of Washington, he was a teaching assistant, instructor, and research assistant. Dean joined the Compaq Computer Corporation Western Research Laboratory research team after graduating.
Jeff co-created ProfileMe and the Continuous Profiling Infrastructure for Digital at Compaq. He co-designed and implemented Swift, one of the fastest Java implementations. He was a senior technical staff member at mySimon Inc., retrieving and caching electronic commerce content.
Dean, a top young computer scientist, joined Google in mid-1999. He was always trying to maximize a computer's potential as a child.
An expert
His high school program for processing massive epidemiological data was 26 times faster than professionals'. Epi Info, in 13 languages, is used by the CDC. He worked on compilers as a computer science Ph.D. These apps make source code computer-readable.
Dean never wanted to work on compilers forever. He left Academia for Google, which had less than 20 employees. Dean helped found Google News and AdSense, which transformed the internet economy. He then addressed Google's biggest issue, scaling.
Growing Google faced a huge computing challenge. They developed PageRank in the late 1990s to return the most relevant search results. Google's popularity slowed machine deployment.
Dean solved problems, his specialty. He and fellow great programmer Sanjay Ghemawat created the Google File System, which distributed large data over thousands of cheap machines.
These two also created MapReduce, which let programmers handle massive data quantities on parallel machines. They could also add calculations to the search algorithm. A 2004 research article explained MapReduce, which became an industry sensation.
Several revolutionary inventions
Dean's other initiatives were also game-changers. BigTable, a petabyte-capable distributed data storage system, was based on Google File. The first global database, Spanner, stores data on millions of servers in dozens of data centers worldwide.
It underpins Gmail and AdWords. Google Translate co-founder Jeff Dean is surprising. He contributes heavily to Google News. Dean is Senior Fellow of Google Research and Health and leads Google AI.
Recognitions
The National Academy of Engineering elected Dean in 2009. He received the 2009 Association for Computing Machinery fellowship and the 2016 American Academy of Arts and Science fellowship. He received the 2007 ACM-SIGOPS Mark Weiser Award and the 2012 ACM-Infosys Foundation Award. Lists could continue.
A sneaky question may arrive in your mind: How much does this big brain earn? Well, most believe he is one of the highest-paid employees at Google. According to a survey, he is paid $3 million a year.
He makes espresso and chats with a small group of Googlers most mornings. Dean steams milk, another grinds, and another brews espresso. They discuss families and technology while making coffee. He thinks this little collaboration and idea-sharing keeps Google going.
“Some of us have been working together for more than 15 years,” Dean said. “We estimate that we’ve collectively made more than 20,000 cappuccinos together.”
We all know great developers and software engineers. It may inspire many.

Ezra Reguerra
3 years ago
Yuga Labs’ Otherdeeds NFT mint triggers backlash from community
Unhappy community members accuse Yuga Labs of fraud, manipulation, and favoritism over Otherdeeds NFT mint.
Following the Otherdeeds NFT mint, disgruntled community members took to Twitter to criticize Yuga Labs' handling of the event.
Otherdeeds NFTs were a huge hit with the community, selling out almost instantly. Due to high demand, the launch increased Ethereum gas fees from 2.6 ETH to 5 ETH.
But the event displeased many people. Several users speculated that the mint was “planned to fail” so the group could advertise launching its own blockchain, as the team mentioned a chain migration in one tweet.
Others like Mark Beylin tweeted that he had "sold out" on all Ape-related NFT investments after Yuga Labs "revealed their true colors." Beylin also advised others to assume Yuga Labs' owners are “bad actors.”
Some users who failed to complete transactions claim they lost ETH. However, Yuga Labs promised to refund lost gas fees.
CryptoFinally, a Twitter user, claimed Yuga Labs gave BAYC members better land than non-members. Others who wanted to participate paid for shittier land, while BAYCS got the only worthwhile land.
The Otherdeed NFT drop also increased Ethereum's burn rate. Glassnode and Data Always reported nearly 70,000 ETH burned on mint day.
