More on Web3 & Crypto
11 months 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."
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.
5 months ago
195 countries want Terra Luna founder Do Kwon
Interpol has issued a red alert on Terraform Labs' CEO, South Korean prosecutors said.
After the May crash of Terra Luna revealed tax evasion issues, South Korean officials filed an arrest warrant for Do Kwon, but he is missing.
Do Kwon is now a fugitive in 195 countries after Seoul prosecutors placed him to Interpol's red list. Do Kwon hasn't commented since then. The red list allows any country's local authorities to apprehend Do Kwon.
Do Dwon and Terraform Labs were believed to have moved to Singapore days before the $40 billion wipeout, but Singapore authorities said he fled the country on September 17. Do Kwon tweeted that he wasn't on the run and cited privacy concerns.
Do Kwon was not on the red list at the time and said he wasn't "running," only to reply to his own tweet saying he hasn't jogged in a while and needed to trim calories.
Whether or not it makes sense to read too much into this, the reality is that Do Kwon is now on Interpol red list, despite the firmly asserts on twitter that he does absolutely nothing to hide.
South Korean authorities are investigating alleged withdrawals of over $60 million U.S. and seeking to freeze these assets. Korean authorities believe a new wallet exchanged over 3000 BTC through OKX and Kucoin.
Do Kwon and the Luna Foundation Guard (of whom Do Kwon is a key member of) have declined all charges and dubbed this disinformation.
Singapore's Luna Foundation Guard (LFG) manages the Terra Ecosystem.
The Legal Situation
Multiple governments are searching for Do Kwon and five other Terraform Labs employees for financial markets legislation crimes.
South Korean authorities arrested a man suspected of tax fraud and Ponzi scheme.
The U.S. SEC is also examining Terraform Labs on how UST was advertised as a stablecoin. No legal precedent exists, so it's unclear what's illegal.
The future of Terraform Labs, Terra, and Terra 2 is unknown, and despite what Twitter shills say about LUNC, the company remains in limbo awaiting a decision that will determine its fate. This project isn't a wise investment.
11 months ago
DAO 101: Everything you need to know
Maybe you'll work for a DAO next! Over $1 Billion in NFTs in the Flamingo DAO Another DAO tried to buy the NFL team Denver Broncos. The UkraineDAO raised over $7 Million for Ukraine. The PleasrDAO paid $4m for a Wu-Tang Clan album that belonged to the “pharma bro.”
DAOs move billions and employ thousands. So learn what a DAO is, how it works, and how to create one!
DAO? So, what? Why is it better?
A Decentralized Autonomous Organization (DAO). Some people like to also refer to it as Digital Autonomous Organization, but I prefer the former.
They are virtual organizations. In the real world, you have organizations or companies right? These firms have shareholders and a board. Usually, anyone with authority makes decisions. It could be the CEO, the Board, or the HIPPO. If you own stock in that company, you may also be able to influence decisions. It's now possible to do something similar but much better and more equitable in the cryptocurrency world.
This article informs you:
DAOs- What are the most common DAOs, their advantages and disadvantages over traditional companies? What are they if any?
Is a DAO legally recognized?
How secure is a DAO?
I’m ready whenever you are!
A DAO is a type of company that is operated by smart contracts on the blockchain. Smart contracts are computer code that self-executes our commands. Those contracts can be any. Most second-generation blockchains support smart contracts. Examples are Ethereum, Solana, Polygon, Binance Smart Chain, EOS, etc. I think I've gone off topic. Back on track. Now let's go!
Unlike traditional corporations, DAOs are governed by smart contracts. Unlike traditional company governance, DAO governance is fully transparent and auditable. That's one of the things that sets it apart. The clarity!
A DAO, like a traditional company, has one major difference. In other words, it is decentralized. DAOs are more ‘democratic' than traditional companies because anyone can vote on decisions. Anyone! In a DAO, we (you and I) make the decisions, not the top-shots. We are the CEO and investors. A DAO gives its community members power. We get to decide.
As long as you are a stakeholder, i.e. own a portion of the DAO tokens, you can participate in the DAO. Tokens are open to all. It's just a matter of exchanging it. Ownership of DAO tokens entitles you to exclusive benefits such as governance, voting, and so on. You can vote for a move, a plan, or the DAO's next investment. You can even pitch for funding. Any ‘big' decision in a DAO requires a vote from all stakeholders. In this case, ‘token-holders'! In other words, they function like stock.
What are the 5 DAO types?
Different DAOs exist. We will categorize decentralized autonomous organizations based on their mode of operation, structure, and even technology. Here are a few. You've probably heard of them:
1. DeFi DAO
These DAOs offer DeFi (decentralized financial) services via smart contract protocols. They use tokens to vote protocol and financial changes. Uniswap, Aave, Maker DAO, and Olympus DAO are some examples. Most DAOs manage billions.
Maker DAO was one of the first protocols ever created. It is a decentralized organization on the Ethereum blockchain that allows cryptocurrency lending and borrowing without a middleman.
Maker DAO issues DAI, a stable coin. DAI is a top-rated USD-pegged stable coin.
Maker DAO has an MKR token. These token holders are in charge of adjusting the Dai stable coin policy. Simply put, MKR tokens represent DAO “shares”.
2. Investment DAO
Investors pool their funds and make investment decisions. Investing in new businesses or art is one example. Investment DAOs help DeFi operations pool capital. The Meta Cartel DAO is a community of people who want to invest in new projects built on the Ethereum blockchain. Instead of investing one by one, they want to pool their resources and share ideas on how to make better financial decisions.
Other investment DAOs include the LAO and Friends with Benefits.
3. DAO Grant/Launchpad
In a grant DAO, community members contribute funds to a grant pool and vote on how to allocate and distribute them. These DAOs fund new DeFi projects. Those in need only need to apply. The Moloch DAO is a great Grant DAO. The tokens are used to allocate capital. Also see Gitcoin and Seedify.
4. DAO Collector
I debated whether to put it under ‘Investment DAO' or leave it alone. It's a subset of investment DAOs. This group buys non-fungible tokens, artwork, and collectibles. The market for NFTs has recently exploded, and it's time to investigate. The Pleasr DAO is a collector DAO. One copy of Wu-Tang Clan's "Once Upon a Time in Shaolin" cost the Pleasr DAO $4 million. Pleasr DAO is known for buying Doge meme NFT. Collector DAOs include the Flamingo, Mutant Cats DAO, and Constitution DAOs. Don't underestimate their websites' "childish" style. They have millions.
5. Social DAO
These are social networking and interaction platforms. For example, Decentraland DAO and Friends With Benefits DAO.
What are the DAO Benefits?
Here are some of the benefits of a decentralized autonomous organization:
- They are trustless. You don’t need to trust a CEO or management team
- It can’t be shut down unless a majority of the token holders agree. The government can't shut - It down because it isn't centralized.
- It's fully democratic
- It is open-source and fully transparent.
What about DAO drawbacks?
We've been saying DAOs are the bomb? But are they really the shit? What could go wrong with DAO?
DAOs may contain bugs. If they are hacked, the results can be catastrophic.
No trade secrets exist. Because the smart contract is transparent and coded on the blockchain, it can be copied. It may be used by another organization without credit. Maybe DAOs should use Secret, Oasis, or Horizen blockchain networks.
Are DAOs legally recognized??
In most counties, DAO regulation is inexistent. It's unclear. Most DAOs don’t have a legal personality. The Howey Test and the Securities Act of 1933 determine whether DAO tokens are securities. Although most countries follow the US, this is only considered for the US. Wyoming became the first state to recognize DAOs as legal entities in July 2021 after passing a DAO bill. DAOs registered in Wyoming are thus legally recognized as business entities in the US and thus receive the same legal protections as a Limited Liability Company.
In terms of cyber-security, how secure is a DAO?
Blockchains are secure. However, smart contracts may have security flaws or bugs. This can be avoided by third-party smart contract reviews, testing, and auditing
Finally, Decentralized Autonomous Organizations are timeless. Let us examine the current situation: Ukraine's invasion. A DAO was formed to help Ukrainian troops fighting the Russians. It was named Ukraine DAO. Pleasr DAO, NFT studio Trippy Labs, and Russian art collective Pussy Riot organized this fundraiser. Coindesk reports that over $3 million has been raised in Ethereum-based tokens. AidForUkraine, a DAO aimed at supporting Ukraine's defense efforts, has launched. Accepting Solana token donations. They are fully transparent, uncensorable, and can’t be shut down or sanctioned.
DAOs are undeniably the future of blockchain. Everyone is paying attention. Personally, I believe traditional companies will soon have to choose between adapting or being left behind.
Long version of this post: https://medium.datadriveninvestor.com/dao-101-all-you-need-to-know-about-daos-275060016663
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6 months ago
Pebble Beach Auto Auctions Set $469M Record
The world's most prestigious vintage vehicle show included amazing autos and record-breaking sums.
This 1932 Duesenberg J Figoni Sports Torpedo earned Best of Show in 2022.
David Paul Morris (DPM)/Bloomberg
2022 Pebble Beach Concours d'Elegance winner was a pre-war roadster.
Lee Anderson's 1932 Duesenberg J Figoni Sports Torpedo won Best of Show at Pebble Beach Golf Links near Carmel, Calif., on Sunday. First American win since 2013.
Sandra Button, chairperson of the annual concours, said the car, whose chassis and body had been separated for years, "marries American force with European style." "Its resurrection story is passionate."
Pebble Beach Concours d'Elegance Auction
Since 1950, the Pebble Beach Concours d'Elegance has welcomed the world's most costly collectable vehicles for a week of parties, auctions, rallies, and high-roller meetings. The cold, dreary weather highlighted the automobiles' stunning lines and hues.
A visitor photographs a 1948 Ferrari 166 MM Touring Barchetta. This is one of 25 Ferraris manufactured in the years after World War II. First shown at the 1948 Turin Salon. Others finished Mille Miglia and Le Mans, which set the tone for Ferrari racing for years.
This year's frontrunners were ultra-rare pre-war and post-war automobiles with long and difficult titles, such a 1937 Talbot-Lago T150C-SS Figoni & Falaschi Teardrop Coupe and a 1951 Talbot-Lago T26 Grand Sport Stabilimenti Farina Cabriolet.
The hefty, enormous coaches inspire visions of golden pasts when mysterious saloons swept over the road with otherworldly style, speed, and grace. Only the richest and most powerful people, like Indian maharaja and Hollywood stars, owned such vehicles.
Antonio Chopitea, a Peruvian sugar tycoon, ordered a new Duesenberg in Paris. Hemmings says the two-tone blue beauty was moved to the US and dismantled in the 1960s. Body and chassis were sold separately and rejoined decades later in a three-year, prize-winning restoration.
The concours is the highlight of Monterey Car Week, a five-day Super Bowl for car enthusiasts. Early events included Porsche and Ferrari displays, antique automobile races, and new-vehicle debuts. Many auto executives call Monterey Car Week the "new auto show."
Many visitors were drawn to the record-breaking auctions.
A 1969 Porsche 908/02 auctioned for $4.185 million. Flat-eight air-cooled engine, 90.6-inch wheelbase, 1,320-pound weight. Vic Elford, Richard Attwood, Rudi Lins, Gérard Larrousse, Kurt Ahrens Jr., Masten Gregory, and Pedro Rodriguez drove it, according to Gooding.
The 1931 Bentley Eight Liter Sports Tourer doesn't meet its reserve. Gooding & Co., the official auction house of the concours, made more than $105 million and had an 82% sell-through rate. This powerful open-top tourer is one of W.O. Bentley's 100 automobiles. Only 80 remain.
The final auction on Aug. 21 brought in $456.1 million, breaking the previous high of $394.48 million established in 2015 in Monterey. “The week put an exclamation point on what has been an exceptional year for the collector automobile market,” Hagerty analyst John Wiley said.
Many cars that go unsold at public auction are sold privately in the days after. After-sales pushed the week's haul to $469 million on Aug. 22, up 18.9% from 2015's record.
In today's currencies, 2015's record sales amount to $490 million, Wiley noted. The dollar is degrading faster than old autos.
Still, 113 million-dollar automobiles sold. The average car sale price was $583,211, up from $446,042 last year, while multimillion-dollar hammer prices made up around 75% of total sales.
Industry insiders and market gurus expected that stock market volatility, the crisis in Ukraine, and the dollar-euro exchange rate wouldn't influence the world's biggest spenders.
Classic.com's CEO said there's no hint of a recession in an e-mail. Big sales and crowds.
Ticket-holders wore huge hats, flowery skirts, and other Kentucky Derby-esque attire. Coffee, beverages, and food are extra.
Mercedes-Benz 300 SL Gullwing, 1955. Mercedes produced the two-seat gullwing coupe from 1954–1957 and the roadster from 1957–1963. It was once West Germany's fastest and most powerful automobile. You'd be hard-pressed to locate one for less $1 million.
1955 Ferrari 410 Sport sold for $22 million at RM Sotheby's. It sold a 1937 Mercedes-Benz 540K Sindelfingen Roadster for $9.9 million and a 1924 Hispano-Suiza H6C Transformable Torpedo for $9.245 million. The family-run mansion sold $221.7 million with a 90% sell-through rate, up from $147 million in 2021. This year, RM Sotheby's cars averaged $1.3 million.
Not everyone saw such great benefits.
Gooding & Co., the official auction house of the concours, made more than $105 million and had an 82% sell-through rate. 1937 Bugatti Type 57SC Atalante, 1990 Ferrari F40, and 1994 Bugatti EB110 Super Sport were top sellers.
The 1969 Autobianchi A112 Bertone. This idea two-seater became a Hot Wheels toy but was never produced. It has a four-speed manual drive and an inline-four mid-engine arrangement like the Lamborghini Miura.
1956 Porsche 356 A Speedster at Gooding & Co. The Porsche 356 is a lightweight, rear-engine, rear-wheel drive vehicle that lacks driving power but is loved for its rounded, Beetle-like hardtop coupé and open-top versions.
Mecum sold $50.8 million with a 64% sell-through rate, down from $53.8 million and 77% in 2021. Its top lot, a 1958 Ferrari 250 GT 'Tour de France' Alloy Coupe, sold for $2.86 million, but its average price was $174,016.
Bonhams had $27.8 million in sales with an 88% sell-through rate. The same sell-through generated $35.9 million in 2021.
Gooding & Co. and RM Sotheby's posted all 10 top sales, leaving Bonhams, Mecum, and Hagerty-owned Broad Arrow fighting for leftovers. Six of the top 10 sellers were Ferraris, which remain the gold standard for collectable automobiles. Their prices have grown over decades.
Classic.com's Calle claimed RM Sotheby's "stole the show," but "BroadArrow will be a force to reckon with."
Although pre-war cars were hot, '80s and '90s cars showed the most appreciation and attention. Generational transition and new buyer profile."
2022 Pebble Beach Concours d'Elegance judges inspect 1953 Siata 208. The rounded coupe was introduced at the 1952 Turin Auto Show in Italy and is one of 18 ever produced. It sports a 120hp Fiat engine, five-speed manual transmission, and alloy drum brakes. Owners liked their style, but not their reliability.
The Czinger 21 CV Max at Pebble Beach. Monterey Car Week concentrates on historic and classic automobiles, but modern versions like this Czinger hypercar also showed.
The 1932 Duesenberg J Figoni Sports Torpedo won Best in Show in 2022. Lee and Penny Anderson of Naples, Fla., own the once-separate-chassis-from-body automobile.
2 months ago
Small Pieces of Code That Revolutionized the World
Few sentences can have global significance.
Ethan Zuckerman invented the pop-up commercial in 1997.
He was working for Tripod.com, an online service that let people make little web pages for free. Tripod offered advertising to make money. Advertisers didn't enjoy seeing their advertising next to filthy content, like a user's anal sex website.
Zuckerman's boss wanted a solution. Wasn't there a way to move the ads away from user-generated content?
When you visited a Tripod page, a pop-up ad page appeared. So, the ad isn't officially tied to any user page. It'd float onscreen.
window.open('http://tripod.com/navbar.html' "width=200, height=400, toolbar=no, scrollbars=no, resizable=no, target=_top");
Simple yet harmful! Soon, commercial websites mimicked Zuckerman's concept, infesting the Internet with pop-up advertising. In the early 2000s, a coder for a download site told me that most of their revenue came from porn pop-up ads.
Pop-up advertising are everywhere. You despise them. Hopefully, your browser blocks them.
Zuckerman wrote a single line of code that made the world worse.
I read Zuckerman's story in How 26 Lines of Code Changed the World. Torie Bosch compiled a humorous anthology of short writings about code that tipped the world.
Most of these samples are quite short. Pop-cultural preconceptions about coding say that important code is vast and expansive. Hollywood depicts programmers as blurs spouting out Niagaras of code. Google's success was formerly attributed to its 2 billion lines of code.
It's usually not true. Google's original breakthrough, the piece of code that propelled Google above its search-engine counterparts, was its PageRank algorithm, which determined a web page's value based on how many other pages connected to it and the quality of those connecting pages. People have written their own Python versions; it's only a few dozen lines.
Google's operations, like any large tech company's, comprise thousands of procedures. So their code base grows. The most impactful code can be brief.
The examples are fascinating and wide-ranging, so read the whole book (or give it to nerds as a present). Charlton McIlwain wrote a chapter on the police beat algorithm developed in the late 1960s to anticipate crime hotspots so law enforcement could dispatch more officers there. It created a racial feedback loop. Since poor Black neighborhoods were already overpoliced compared to white ones, the algorithm directed more policing there, resulting in more arrests, which convinced it to send more police; rinse and repeat.
Kelly Chudler's You Are Not Expected To Understand This depicts the police-beat algorithm.
Even shorter code changed the world: the tracking pixel.
Lily Hay Newman's chapter on monitoring pixels says you probably interact with this code every day. It's a snippet of HTML that embeds a single tiny pixel in an email. Getting an email with a tracking code spies on me. As follows: My browser requests the single-pixel image as soon as I open the mail. My email sender checks to see if Clives browser has requested that pixel. My email sender can tell when I open it.
Adding a tracking pixel to an email is easy:
<img src="URL LINKING TO THE PIXEL ONLINE" width="0" height="0">
An older example: Ellen R. Stofan and Nick Partridge wrote a chapter on Apollo 11's lunar module bailout code. This bailout code operated on the lunar module's tiny on-board computer and was designed to prioritize: If the computer grew overloaded, it would discard all but the most vital work.
When the lunar module approached the moon, the computer became overloaded. The bailout code shut down anything non-essential to landing the module. It shut down certain lunar module display systems, scaring the astronauts. Module landed safely.
POODOO INHINT CA Q TS ALMCADR TC BANKCALL CADR VAC5STOR # STORE ERASABLES FOR DEBUGGING PURPOSES. INDEX ALMCADR CAF 0 ABORT2 TC BORTENT OCT77770 OCT 77770 # DONT MOVE CA V37FLBIT # IS AVERAGE G ON MASK FLAGWRD7 CCS A TC WHIMPER -1 # YES. DONT DO POODOO. DO BAILOUT. TC DOWNFLAG ADRES STATEFLG TC DOWNFLAG ADRES REINTFLG TC DOWNFLAG ADRES NODOFLAG TC BANKCALL CADR MR.KLEAN TC WHIMPER
This fun book is worth reading.
I'm a contributor to the New York Times Magazine, Wired, and Mother Jones. I've also written Coders: The Making of a New Tribe and the Remaking of the World and Smarter Than You Think: How Technology is Changing Our Minds. Twitter and Instagram: @pomeranian99; Mastodon: @firstname.lastname@example.org.
4 months ago
In his final days, Steve Jobs sent an email to himself. What It Said Was This
An email capturing Steve Jobs's philosophy.
Steve Jobs may have been the most inspired and driven entrepreneur.
He worked on projects because he wanted to leave a legacy.
Steve Jobs' final email to himself encapsulated his philosophy.
After his death from pancreatic cancer in October 2011, Laurene Powell Jobs released the email. He was 56.
Read: Steve Jobs by Walter Isaacson (#BestSeller)
September 2010 Steve Jobs email:
“I grow little of the food I eat, and of the little I do grow, I do not breed or perfect the seeds.” “I do not make my own clothing. I speak a language I did not invent or refine,” he continued. “I did not discover the mathematics I use… I am moved by music I did not create myself.”
Jobs ended his email by reflecting on how others created everything he uses.
“When I needed medical attention, I was helpless to help myself survive.”
The Apple co-founder concluded by praising humanity.
“I did not invent the transistor, the microprocessor, object-oriented programming, or most of the technology I work with. I love and admire my species, living and dead, and am totally dependent on them for my life and well-being,” he concluded.
The email was made public as a part of the Steve Jobs Archive, a website that was launched in tribute to his legacy.
Steve Jobs' widow founded the internet archive. Apple CEO Tim Cook and former design leader Jony Ive were prominent guests.
Steve Jobs has always inspired because he shows how even the best can be improved.
High expectations were always there, and they were consistently met.
We miss him because he was one of the few with lifelong enthusiasm and persona.