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Pat Vieljeux

Pat Vieljeux

3 years ago

Your entrepreneurial experience can either be a beautiful adventure or a living hell with just one decision.

More on Entrepreneurship/Creators

Aaron Dinin, PhD

Aaron Dinin, PhD

3 years ago

There Are Two Types of Entrepreneurs in the World Make sure you are aware of your type!

Know why it's important.

Photo by Brendan Church on Unsplash

The entrepreneur I was meeting with said, "I should be doing crypto, or maybe AI? Aren't those the hot spots? I should look there for a startup idea.”

I shook my head. Yes, they're exciting, but that doesn't mean they're best for you and your business.

“There are different types of entrepreneurs?” he asked.

I said "obviously." Two types, actually. Knowing what type of entrepreneur you are helps you build the right startup.

The two types of businesspeople

The best way for me to describe the two types of entrepreneurs is to start by telling you exactly the kinds of entrepreneurial opportunities I never get excited about: future opportunities.

In the early 1990s, my older brother showed me the World Wide Web and urged me to use it. Unimpressed, I returned to my Super Nintendo.

My roommate tried to get me to join Facebook as a senior in college. I remember thinking, This is dumb. Who'll use it?

In 2011, my best friend tried to convince me to buy bitcoin and I laughed.

Heck, a couple of years ago I had to buy a new car, and I never even considered buying something that didn’t require fossilized dinosaur bones.

I'm no visionary. I don't anticipate the future. I focus on the present.

This tendency makes me a problem-solving entrepreneur. I identify entrepreneurial opportunities by spotting flaws and/or inefficiencies in the world and devising solutions.

There are other ways to find business opportunities. Visionary entrepreneurs also exist. I don't mean visionary in the hyperbolic sense that implies world-changing impact. I mean visionary as an entrepreneur who identifies future technological shifts that will change how people work and live and create new markets.

Problem-solving and visionary entrepreneurs are equally good. But the two approaches to building companies are very different. Knowing the type of entrepreneur you are will help you build a startup that fits your worldview.

What is the distinction?

Let's use some simple hypotheticals to compare problem-solving and visionary entrepreneurship.

Imagine a city office building without nearby restaurants. Those office workers love to eat. Sometimes they'd rather eat out than pack a lunch. As an entrepreneur, you can solve the lack of nearby restaurants. You'd open a restaurant near that office, say a pizza parlor, and get customers because you solved the lack of nearby restaurants. Problem-solving entrepreneurship.

Imagine a new office building in a developing area with no residents or workers. In this scenario, a large office building is coming. The workers will need to eat then. As a visionary entrepreneur, you're excited about the new market and decide to open a pizzeria near the construction to meet demand.

Both possibilities involve the same product. You opened a pizzeria. How you launched that pizza restaurant and what will affect its success are different.

Why is the distinction important?

Let's say you opened a pizzeria near an office. You'll probably get customers. Because people are nearby and demand isn't being met, someone from a nearby building will stop in within the first few days of your pizzeria's grand opening. This makes solving the problem relatively risk-free. You'll get customers unless you're a fool.

The market you're targeting existed before you entered it, so you're not guaranteed success. This means people in that market solved the lack of nearby restaurants. Those office workers are used to bringing their own lunches. Why should your restaurant change their habits? Even when they eat out, they're used to traveling far. They've likely developed pizza preferences.

To be successful with your problem-solving startup, you must convince consumers to change their behavior, which is difficult.

Unlike opening a pizza restaurant near a construction site. Once the building opens, workers won't have many preferences or standardized food-getting practices. Your pizza restaurant can become the incumbent quickly. You'll be the first restaurant in the area, so you'll gain a devoted following that makes your food a routine.

Great, right? It's easier than changing people's behavior. The benefit comes with a risk. Opening a pizza restaurant near a construction site increases future risk. What if builders run out of money? No one moves in? What if the building's occupants are the National Association of Pizza Haters? Then you've opened a pizza restaurant next to pizza haters.

Which kind of businessperson are you?

This isn't to say one type of entrepreneur is better than another. Each type of entrepreneurship requires different skills.

As my simple examples show, a problem-solving entrepreneur must operate in markets with established behaviors and habits. To be successful, you must be able to teach a market a new way of doing things.

Conversely, the challenge of being a visionary entrepreneur is that you have to be good at predicting the future and getting in front of that future before other people.

Both are difficult in different ways. So, smart entrepreneurs don't just chase opportunities. Smart entrepreneurs pursue opportunities that match their skill sets.

DC Palter

DC Palter

3 years ago

Is Venture Capital a Good Fit for Your Startup?

5 VC investment criteria

Photo by Austin Distel on Unsplash

I reviewed 200 startup business concepts last week. Brainache.

The enterprises sold various goods and services. The concepts were achingly similar: give us money, we'll produce a product, then get more to expand. No different from daily plans and pitches.

Most of those 200 plans sounded plausible. But 10% looked venture-worthy. 90% of startups need alternatives to venture finance.

With the success of VC-backed businesses and the growth of venture funds, a common misperception is that investors would fund any decent company idea. Finding investors that believe in the firm and founders is the key to funding.

Incorrect. Venture capital needs investing in certain enterprises. If your startup doesn't match the model, as most early-stage startups don't, you can revise your business plan or locate another source of capital.

Before spending six months pitching angels and VCs, make sure your startup fits these criteria.

Likely to generate $100 million in sales

First, I check the income predictions in a pitch deck. If it doesn't display $100M, don't bother.

The math doesn't work for venture financing in smaller businesses.

Say a fund invests $1 million in a startup valued at $5 million that is later acquired for $20 million. That's a win everyone should celebrate. Most VCs don't care.

Consider a $100M fund. The fund must reach $360M in 7 years with a 20% return. Only 20-30 investments are possible. 90% of the investments will fail, hence the 23 winners must return $100M-$200M apiece. $15M isn't worth the work.

Angel investors and tiny funds use the same ideas as venture funds, but their smaller scale affects the calculations. If a company can support its growth through exit on less than $2M in angel financing, it must have $25M in revenues before large companies will consider acquiring it.

Aiming for Hypergrowth

A startup's size isn't enough. It must expand fast.

Developing a great business takes time. Complex technology must be constructed and tested, a nationwide expansion must be built, or production procedures must go from lab to pilot to factories. These can be enormous, world-changing corporations, but venture investment is difficult.

The normal 10-year venture fund life. Investments are made during first 3–4 years.. 610 years pass between investment and fund dissolution. Funds need their investments to exit within 5 years, 7 at the most, therefore add a safety margin.

Longer exit times reduce ROI. A 2-fold return in a year is excellent. Loss at 2x in 7 years.

Lastly, VCs must prove success to raise their next capital. The 2nd fund is raised from 1st fund portfolio increases. Third fund is raised using 1st fund's cash return. Fund managers must raise new money quickly to keep their jobs.

Branding or technology that is protected

No big firm will buy a startup at a high price if they can produce a competing product for less. Their development teams, consumer base, and sales and marketing channels are large. Who needs you?

Patents, specialist knowledge, or brand name are the only answers. The acquirer buys this, not the thing.

I've heard of several promising startups. It's not a decent investment if there's no exit strategy.

A company that installs EV charging stations in apartments and shopping areas is an example. It's profitable, repeatable, and big. A terrific company. Not a startup.

This building company's operations aren't secret. No technology to protect, no special information competitors can't figure out, no go-to brand name. Despite the immense possibilities, a large construction company would be better off starting their own.

Most venture businesses build products, not services. Services can be profitable but hard to safeguard.

Probable purchase at high multiple

Once a software business proves its value, acquiring it is easy. Pharma and medtech firms have given up on their own research and instead acquire startups after regulatory permission. Many startups, especially in specialized areas, have this weakness.

That doesn't mean any lucrative $25M-plus business won't be acquired. In many businesses, the venture model requires a high exit premium.

A startup invents a new glue. 3M, BASF, Henkel, and others may buy them. Adding more adhesive to their catalogs won't boost commerce. They won't compete to buy the business. They'll only buy a startup at a profitable price. The acquisition price represents a moderate EBITDA multiple.

The company's $100M revenue presumably yields $10m in profits (assuming they’ve reached profitability at all). A $30M-$50M transaction is likely. Not terrible, but not what venture investors want after investing $25M to create a plant and develop the business.

Private equity buys profitable companies for a moderate profit multiple. It's a good exit for entrepreneurs, but not for investors seeking 10x or more what PE firms pay. If a startup offers private equity as an exit, the conversation is over.

Constructed for purchase

The startup wants a high-multiple exit. Unless the company targets $1B in revenue and does an IPO, exit means acquisition.

If they're constructing the business for acquisition or themselves, founders must decide.

If you want an indefinitely-running business, I applaud you. We need more long-term founders. Most successful organizations are founded around consumer demands, not venture capital's urge to grow fast and exit. Not venture funding.

if you don't match the venture model, what to do

VC funds moonshots. The 10% that succeed are extraordinary. Not every firm is a rocketship, and launching the wrong startup into space, even with money, will explode.

But just because your startup won't make $100M in 5 years doesn't mean it's a bad business. Most successful companies don't follow this model. It's not venture capital-friendly.

Although venture capital gets the most attention due to a few spectacular triumphs (and disasters), it's not the only or even most typical option to fund a firm.

Other ways to support your startup:

  • Personal and family resources, such as credit cards, second mortgages, and lines of credit

  • bootstrapping off of sales

  • government funding and honors

  • Private equity & project financing

  • collaborating with a big business

  • Including a business partner

Before pitching angels and VCs, be sure your startup qualifies. If so, include them in your pitch.

Aure's Notes

Aure's Notes

3 years ago

I met a man who in just 18 months scaled his startup to $100 million.

A fascinating business conversation.

Photo by abhishek gaurav on Unsplash

This week at Web Summit, I had mentor hour.

Mentor hour connects startups with experienced entrepreneurs.

The YC-selected founder who mentored me had grown his company to $100 million in 18 months.

I had 45 minutes to question him.

I've compiled this.

Context

Founder's name is Zack.

After working in private equity, Zack opted to acquire an MBA.

Surrounded by entrepreneurs at a prominent school, he decided to become one himself.

Unsure how to proceed, he bet on two horses.

On one side, he received an offer from folks who needed help running their startup owing to lack of time. On the other hand, he had an idea for a SaaS to start himself.

He just needed to validate it.

Validating

Since Zack's proposal helped companies, he contacted university entrepreneurs for comments.

He contacted university founders.

Once he knew he'd correctly identified the problem and that people were willing to pay to address it, he started developing.

He earned $100k in a university entrepreneurship competition.

His plan was evident by then.

The other startup's founders saw his potential and granted him $400k to launch his own SaaS.

Hiring

He started looking for a tech co-founder because he lacked IT skills.

He interviewed dozens and picked the finest.

As he didn't want to wait for his program to be ready, he contacted hundreds of potential clients and got 15 letters of intent promising they'd join up when it was available.

YC accepted him by then.

He had enough positive signals to raise.

Raising

He didn't say how many VCs he called, but he indicated 50 were interested.

He jammed meetings into two weeks to generate pressure and encourage them to invest.

Seed raise: $11 million.

Selling

His objective was to contact as many entrepreneurs as possible to promote his product.

He first contacted startups by scraping CrunchBase data.

Once he had more money, he started targeting companies with ZoomInfo.

His VC urged him not to hire salespeople until he closed 50 clients himself.

He closed 100 and hired a CRO through a headhunter.

Scaling

Three persons started the business.

  1. He primarily works in sales.

  2. Coding the product was done by his co-founder.

  3. Another person performing operational duties.

He regretted recruiting the third co-founder, who was ineffective (could have hired an employee instead).

He wanted his company to be big, so he hired two young marketing people from a competing company.

After validating several marketing channels, he chose PR.

$100 Million and under

He developed a sales team and now employs 30 individuals.

He raised a $100 million Series A.

Additionally, he stated

  • He’s been rejected a lot. Like, a lot.

  • Two great books to read: Steve Jobs by Isaacson, and Why Startups Fail by Tom Eisenmann.

  • The best skill to learn for non-tech founders is “telling stories”, which means sales. A founder’s main job is to convince: co-founders, employees, investors, and customers. Learn code, or learn sales.

Conclusion

I often read about these stories but hardly take them seriously.

Zack was amazing.

Three things about him stand out:

  1. His vision. He possessed a certain amount of fire.

  2. His vitality. The man had a lot of enthusiasm and spoke quickly and decisively. He takes no chances and pushes the envelope in all he does.

  3. His Rolex.

He didn't do all this in 18 months.

Not really.

He couldn't launch his company without private equity experience.

These accounts disregard entrepreneurs' original knowledge.

Hormozi will tell you how he founded Gym Launch, but he won't tell you how he had a gym first, how he worked at uni to pay for his gym, or how he went to the gym and learnt about fitness, which gave him the idea to open his own.

Nobody knows nothing. If you scale quickly, it's probable because you gained information early.

Lincoln said, "Give me six hours to chop down a tree, and I'll spend four sharpening the axe."

Sharper axes cut trees faster.

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nft now

nft now

3 years ago

A Guide to VeeFriends and Series 2

VeeFriends is one of the most popular and unique NFT collections. VeeFriends launched around the same time as other PFP NFTs like Bored Ape Yacht Club.

Vaynerchuk (GaryVee) took a unique approach to his large-scale project, which has influenced the NFT ecosystem. GaryVee's VeeFriends is one of the most successful NFT membership use-cases, allowing him to build a community around his creative and business passions.

What is VeeFriends?

GaryVee's NFT collection, VeeFriends, was released on May 11, 2021. VeeFriends [Mini Drops], Book Games, and a forthcoming large-scale "Series 2" collection all stem from the initial drop of 10,255 tokens.

In "Series 1," there are G.O.O. tokens (Gary Originally Owned). GaryVee reserved 1,242 NFTs (over 12% of the supply) for his own collection, so only 9,013 were available at the Series 1 launch.

Each Series 1 token represents one of 268 human traits hand-drawn by Vaynerchuk. Gary Vee's NFTs offer owners incentives.

Who made VeeFriends?

Gary Vaynerchuk, AKA GaryVee, is influential in NFT. Vaynerchuk is the chairman of New York-based communications company VaynerX. Gary Vee, CEO of VaynerMedia, VaynerSports, and bestselling author, is worth $200 million.

GaryVee went from NFT collector to creator, launching VaynerNFT to help celebrities and brands.

Vaynerchuk's influence spans the NFT ecosystem as one of its most prolific voices. He's one of the most influential NFT figures, and his VeeFriends ecosystem keeps growing.

Vaynerchuk, a trend expert, thinks NFTs will be around for the rest of his life and VeeFriends will be a landmark project.

Why use VeeFriends NFTs?

The first VeeFriends collection has sold nearly $160 million via OpenSea. GaryVee insisted that the first 10,255 VeeFriends were just the beginning.

Book Games were announced to the VeeFriends community in August 2021. Mini Drops joined VeeFriends two months later.

Book Games

GaryVee's book "Twelve and a Half: Leveraging the Emotional Ingredients for Business Success" inspired Book Games. Even prior to the announcement Vaynerchuk had mapped out the utility of the book on an NFT scale. Book Games tied his book to the VeeFriends ecosystem and solidified its place in the collection.

GaryVee says Book Games is a layer 2 NFT project with 125,000 burnable tokens. Vaynerchuk's NFT fans were incentivized to buy as many copies of his new book as possible to receive NFT rewards later.

First, a bit about “layer 2.”

Layer 2 blockchain solutions help scale applications by routing transactions away from Ethereum Mainnet (layer 1). These solutions benefit from Mainnet's decentralized security model but increase transaction speed and reduce gas fees.

Polygon (integrated into OpenSea) and Immutable X are popular Ethereum layer 2 solutions. GaryVee chose Immutable X to reduce gas costs (transaction fees). Given the large supply of Book Games tokens, this decision will likely benefit the VeeFriends community, especially if the games run forever.

What's the strategy?

The VeeFriends patriarch announced on Aug. 27, 2021, that for every 12 books ordered during the Book Games promotion, customers would receive one NFT via airdrop. After nearly 100 days, GV sold over a million copies and announced that Book Games would go gamified on Jan. 10, 2022.

Immutable X's trading options make Book Games a "game." Book Games players can trade NFTs for other NFTs, sports cards, VeeCon tickets, and other prizes. Book Games can also whitelist other VeeFirends projects, which we'll cover in Series 2.

VeeFriends Mini Drops

GaryVee launched VeeFriends Mini Drops two months after Book Games, focusing on collaboration, scarcity, and the characters' "cultural longevity."

Spooky Vees, a collection of 31 1/1 Halloween-themed VeeFriends, was released on Halloween. First-come, first-served VeeFriend owners could claim these NFTs.

Mini Drops includes Gift Goat NFTs. By holding the Gift Goat VeeFriends character, collectors will receive 18 exclusive gifts curated by GaryVee and the team. Each gifting experience includes one physical gift and one NFT out of 555, to match the 555 Gift Goat tokens.

Gift Goat holders have gotten NFTs from Danny Cole (Creature World), Isaac "Drift" Wright (Where My Vans Go), Pop Wonder, and more.

GaryVee is poised to release the largest expansion of the VeeFriends and VaynerNFT ecosystem to date with VeeFriends Series 2.

VeeCon 101

By owning VeeFriends NFTs, collectors can join the VeeFriends community and attend VeeCon in 2022. The conference is only open to VeeCon NFT ticket holders (VeeFreinds + possibly more TBA) and will feature Beeple, Steve Aoki, and even Snoop Dogg.

The VeeFreinds floor in 2022 Q1 has remained at 16 ETH ($52,000), making VeeCon unattainable for most NFT enthusiasts. Why would someone spend that much crypto on a Minneapolis "superconference" ticket? Because of Gary Vaynerchuk.

Everything to know about VeeFriends Series 2

Vaynerchuk revealed in April 2022 that the VeeFriends ecosystem will grow by 55,555 NFTs after months of teasing.

With VeeFriends Series 2, each token will cost $995 USD in ETH, allowing NFT enthusiasts to join at a lower cost. The new series will be released on multiple dates in April.

Book Games NFT holders on the Friends List (whitelist) can mint Series 2 NFTs on April 12. Book Games holders have 32,000 NFTs.

VeeFriends Series 1 NFT holders can claim Series 2 NFTs on April 12. This allotment's supply is 10,255, like Series 1's.

On April 25, the public can buy 10,000 Series 2 NFTs. Unminted Friends List NFTs will be sold on this date, so this number may change.

The VeeFriends ecosystem will add 15 new characters (220 tokens each) on April 27. One character will be released per day for 15 days, and the only way to get one is to enter a daily raffle with Book Games tokens.

Series 2 NFTs won't give owners VeeCon access, but they will offer other benefits within the VaynerNFT ecosystem. Book Games and Series 2 will get new token burn mechanics in the upcoming drop.

Visit the VeeFriends blog for the latest collection info.

Where can you buy Gary Vee’s NFTs?

Need a VeeFriend NFT? Gary Vee recommends doing "50 hours of homework" before buying. OpenSea sells VeeFriends NFTs.

Will Lockett

Will Lockett

3 years ago

The World Will Change With MIT's New Battery

MIT’s new battery is made from only aluminium (left), sulphur (middle) and salt (left) — MIT

It's cheaper, faster charging, longer lasting, safer, and better for the environment.

Batteries are the future. Next-gen and planet-saving technology, including solar power and EVs, require batteries. As these smart technologies become more popular, we find that our batteries can't keep up. Lithium-ion batteries are expensive, slow to charge, big, fast to decay, flammable, and not environmentally friendly. MIT just created a new battery that eliminates all of these problems.  So, is this the battery of the future? Or is there a catch?

When I say entirely new, I mean it. This battery employs no currently available materials. Its electrodes are constructed of aluminium and pure sulfur instead of lithium-complicated ion's metals and graphite. Its electrolyte is formed of molten chloro-aluminate salts, not an organic solution with lithium salts like lithium-ion batteries.

How does this change in materials help?

Aluminum, sulfur, and chloro-aluminate salts are abundant, easy to acquire, and cheap. This battery might be six times cheaper than a lithium-ion battery and use less hazardous mining. The world and our wallets will benefit.

But don’t go thinking this means it lacks performance.

This battery charged in under a minute in tests. At 25 degrees Celsius, the battery will charge 25 times slower than at 110 degrees Celsius. This is because the salt, which has a very low melting point, is in an ideal state at 110 degrees and can carry a charge incredibly quickly. Unlike lithium-ion, this battery self-heats when charging and discharging, therefore no external heating is needed.

Anyone who's seen a lithium-ion battery burst might be surprised. Unlike lithium-ion batteries, none of the components in this new battery can catch fire. Thus, high-temperature charging and discharging speeds pose no concern.

These batteries are long-lasting. Lithium-ion batteries don't last long, as any iPhone owner can attest. During charging, metal forms a dendrite on the electrode. This metal spike will keep growing until it reaches the other end of the battery, short-circuiting it. This is why phone batteries only last a few years and why electric car range decreases over time. This new battery's molten salt slows deposition, extending its life. This helps the environment and our wallets.

These batteries are also energy dense. Some lithium-ion batteries have 270 Wh/kg energy density (volume and mass). Aluminum-sulfur batteries could have 1392 Wh/kg, according to calculations. They'd be 5x more energy dense. Tesla's Model 3 battery would weigh 96 kg instead of 480 kg if this battery were used. This would improve the car's efficiency and handling.

These calculations were for batteries without molten salt electrolyte. Because they don't reflect the exact battery chemistry, they aren't a surefire prediction.

This battery seems great. It will take years, maybe decades, before it reaches the market and makes a difference. Right?

Nope. The project's scientists founded Avanti to develop and market this technology.

So we'll soon be driving cheap, durable, eco-friendly, lightweight, and ultra-safe EVs? Nope.

This battery must be kept hot to keep the salt molten; otherwise, it won't work and will expand and contract, causing damage. This issue could be solved by packs that can rapidly pre-heat, but that project is far off.

Rapid and constant charge-discharge cycles make these batteries ideal for solar farms, homes, and EV charging stations. The battery is constantly being charged or discharged, allowing it to self-heat and maintain an ideal temperature.

These batteries aren't as sexy as those making EVs faster, more efficient, and cheaper. Grid batteries are crucial to our net-zero transition because they allow us to use more low-carbon energy. As we move away from fossil fuels, we'll need millions of these batteries, so the fact that they're cheap, safe, long-lasting, and environmentally friendly will be huge. Who knows, maybe EVs will use this technology one day. MIT has created another world-changing technology.

Nathan Reiff

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:

  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. 

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

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