Integrity
Write
Loading...
Alex Bentley

Alex Bentley

3 years ago

Why Bill Gates thinks Bitcoin, crypto, and NFTs are foolish

More on Web3 & Crypto

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

Read original post.

Sam Bourgi

Sam Bourgi

3 years ago

DAOs are legal entities in Marshall Islands.

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:

"This includes low-cost incorporation, a supportive government with internationally recognized courts, and a technologically open environment."

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.

Onchain Wizard

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).

Three Arrows Capital statement of Assets and Liabilities

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.

Three Arrows Capital Assets Under Management letter, Net Assets Value

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.

Genesis Capital Margin Call to Three Arrows Capital

Deribit (another 3AC investment) called for $80 million in mid-June.

Three Arrows Capital main account overview

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.

Mr Zhu

Ms Chen Kaili Kelly

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.

Celcius Asset Snapshot

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).

Taking higher than normal risk 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.

You might also like

Desiree Peralta

Desiree Peralta

3 years ago

Why Now Is Your Chance To Create A Millionaire Career

People don’t believe in influencers anymore; they need people like you.

Photo by Ivan Samkov

Social media influencers have dominated for years. We've seen videos, images, and articles of *famous* individuals unwrapping, reviewing, and endorsing things.

This industry generates billions. This year, marketers spent $2.23 billion on Instagram, $1 million on Youtube, and $775 million on Tiktok. This marketing has helped start certain companies.

Influencers are dying, so ordinary people like us may take over this billion-dollar sector. Why?

Why influencers are perishing

Most influencers lie to their fans, especially on Instagram. Influencers' first purpose was to make their lives so flawless that others would want to buy their stuff.

In 2015, an Australian influencer with 600,000 followers went viral for revealing all her photos and everything she did to seem great before deleting her account.

“I dramatically edited the pictures, I manipulated the environements, and made my life look perfect in social media… I remember I obsessively checked the like count for a full week since uploading it, a selfie that now has close to 2,500 likes. It got 5 likes. This was when I was so hungry for social media validation … This was the reason why I quit social media: for me, personally, it consumed me. I wasn’t living in a 3D world.”

Influencers then lost credibility.

Influencers seem to live in a bubble, separate from us. Thanks to self-popularity love's and constant awareness campaigns, people find these people ridiculous.

Influencers are praised more for showing themselves as natural and common than for showing luxuries and lies.

Influencer creating self-awareness

Little by little, they are dying, making room for a new group to take advantage of this multi-million dollar business, which gives us (ordinary people) a big opportunity to grow on any content creation platform we want.

Why this is your chance to develop on any platform for creating content

In 2021, I wroteNot everyone who talks about money is a Financial Advisor, be careful of who you take advice from,”. In it, I warned that not everyone with a large following is a reputable source of financial advice.

Other writers hated this post and said I was wrong.

People don't want Jeff Bezos or Elon Musk's counsel, they said. They prefer to hear about their neighbor's restroom problems or his closest friend's terrible business.

Real advice from regular folks.

And I found this was true when I returned to my independent YouTube channel and had more than 1000 followers after having abandoned it with fewer than 30 videos in 2021 since there were already many personal finance and travel channels and I thought mine wasn't special.

People appreciated my videos because I was a 20-something girl trying to make money online, and they believed my advice more than that of influencers with thousands of followers.

I think today is the greatest time to grow on any platform as an ordinary person. Normal individuals give honest recommendations about what works for them and look easier to make because they have the same options as us.

Nobody cares how a millionaire acquired a Lamborghini unless it's entertaining. Education works now. Real counsel from average people is replicable.

Many individuals don't appreciate how false influencers seem (unreal bodies and excessive surgery and retouching) since it makes them feel uneasy.

That's why body-positive advertisements have been so effective, but they've lost ground in places like Tiktok, where the audience wants more content from everyday people than influencers living amazing lives. More people will relate to your content if you appear genuine.

Last thoughts

Influencers are dwindling. People want more real people to give real advice and demonstrate an ordinary life.

People will enjoy anything you tell about your daily life as long as you provide value, and you can build a following rapidly if you're honest.

This is a millionaire industry that is getting more expensive and will go with what works, so stand out immediately.

Web3Lunch

Web3Lunch

3 years ago

An employee of OpenSea might get a 40-year prison sentence for insider trading using NFTs.

GM Friens

The space had better days. Those greenish spikes...oh wow, haven't felt that in ages. Cryptocurrencies and NFTs have lost popularity. Google agrees. Both are declining.

As seen below, crypto interest spiked in May because of the Luna fall. NFT interest is similar to early October last year.

Google Trends

This makes me think NFTs are mostly hype and FOMO. No art or community. I've seen enough initiatives to know that communities stick around if they're profitable. Once it starts falling, they move on to the next project. The space has no long-term investments. Flip everything.

OpenSea trading volume has stayed steady for months. May's volume is 1.8 million ETH ($3.3 billion).

Source: Dune

Despite this, I think NFTs and crypto will stick around. In bad markets, builders gain most.

Only 4k developers are active on Ethereum blockchain. It's low. A great chance for the space enthusiasts.

An employee of OpenSea might get a 40-year prison sentence for insider trading using NFTs.

Nathaniel Chastian, an OpenSea employee, traded on insider knowledge. He'll serve 40 years for that.

Here's what happened if you're unfamiliar.

OpenSea is a secondary NFT marketplace. Their homepage featured remarkable drops. Whatever gets featured there, NFT prices will rise 5x.

Chastian was at OpenSea. He chose forthcoming NFTs for OpenSeas' webpage.

Using anonymous digital currency wallets and OpenSea accounts, he would buy NFTs before promoting them on the homepage, showcase them, and then sell them for at least 25 times the price he paid.

From June through September 2021, this happened. Later caught, fired. He's charged with wire fraud and money laundering, each carrying a 20-year maximum penalty.

Although web3 space is all about decentralization, a step like this is welcomed since it restores faith in the area. We hope to see more similar examples soon.

Here's the press release.

Source from Justice.gov

Understanding smart contracts

@cantino.eth has a Twitter thread on smart contracts. Must-read. Also, he appears educated about the space, so follow him.

Sam Hickmann

Sam Hickmann

3 years ago

What is this Fed interest rate everybody is talking about that makes or breaks the stock market?

The Federal Funds Rate (FFR) is the target interest rate set by the Federal Reserve System (Fed)'s policy-making body (FOMC). This target is the rate at which the Fed suggests commercial banks borrow and lend their excess reserves overnight to each other.

The FOMC meets 8 times a year to set the target FFR. This is supposed to promote economic growth. The overnight lending market sets the actual rate based on commercial banks' short-term reserves. If the market strays too far, the Fed intervenes.

Banks must keep a certain percentage of their deposits in a Federal Reserve account. A bank's reserve requirement is a percentage of its total deposits. End-of-day bank account balances averaged over two-week reserve maintenance periods are used to determine reserve requirements.

If a bank expects to have end-of-day balances above what's needed, it can lend the excess to another institution.

The FOMC adjusts interest rates based on economic indicators that show inflation, recession, or other issues that affect economic growth. Core inflation and durable goods orders are indicators.

In response to economic conditions, the FFR target has changed over time. In the early 1980s, inflation pushed it to 20%. During the Great Recession of 2007-2009, the rate was slashed to 0.15 percent to encourage growth.

Inflation picked up in May 2022 despite earlier rate hikes, prompting today's 0.75 percent point increase. The largest increase since 1994. It might rise to around 3.375% this year and 3.1% by the end of 2024.