More on Web3 & Crypto
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Nathan Reiff
3 years ago
Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
Read original post.
Dylan Smyth
4 years ago
10 Ways to Make Money Online in 2022
As a tech-savvy person (and software engineer) or just a casual technology user, I'm sure you've had this same question countless times: How do I make money online? and how do I make money with my PC/Mac?
You're in luck! Today, I will list the top 5 easiest ways to make money online. Maybe a top ten in the future? Top 5 tips for 2022.
1. Using the gig economy
There are many websites on the internet that allow you to earn extra money using skills and equipment that you already own.
I'm referring to the gig economy. It's a great way to earn a steady passive income from the comfort of your own home. For some sites, premium subscriptions are available to increase sales and access features like bidding on more proposals.
Some of these are:
- Freelancer
- Upwork
- Fiverr (⭐ my personal favorite)
- TaskRabbit
2. Mineprize
MINEPRIZE is a great way to make money online. What's more, You need not do anything! You earn money by lending your idle CPU power to MINEPRIZE.
To register with MINEPRIZE, all you need is an email address and a password. Let MINEPRIZE use your resources, and watch the money roll in! You can earn up to $100 per month by letting your computer calculate. That's insane.
3. Writing
“O Romeo, Romeo, why art thou Romeo?” Okay, I admit that not all writing is Shakespearean. To be a copywriter, you'll need to be fluent in English. Thankfully, we don't have to use typewriters anymore.
Writing is a skill that can earn you a lot of money (claps for the rhyme).
Here are a few ways you can make money typing on your fancy keyboard:
Self-publish a book
Write scripts for video creators
Write for social media
Book-checking
Content marketing help
What a list within a list!
4. Coding
Yes, kids. You've probably coded before if you understand
You've probably coded before if you understand
print("hello world");
Computational thinking (or coding) is one of the most lucrative ways to earn extra money, or even as a main source of income.
Of course, there are hardcode coders (like me) who write everything line by line, binary di — okay, that last part is a bit exaggerated.
But you can also make money by writing websites or apps or creating low code or no code platforms.
But you can also make money by writing websites or apps or creating low code or no code platforms.
Some low-code platforms
Sheet : spreadsheets to apps :
Loading... We'll install your new app... No-Code Your team can create apps and automate tasks. Agile…
www.appsheet.com
Low-code platform | Business app creator - Zoho Creator
Work is going digital, and businesses of all sizes must adapt quickly. Zoho Creator is a...
www.zoho.com
Sell your data with TrueSource. NO CODE NEEDED
Upload data, configure your product, and earn in minutes.
www.truesource.io
Cool, huh?
5. Created Content
If we use the internet correctly, we can gain unfathomable wealth and extra money. But this one is a bit more difficult. Unlike some of the other items on this list, it takes a lot of time up front.
I'm referring to sites like YouTube and Medium. It's a great way to earn money both passively and actively. With the likes of Jake- and Logan Paul, PewDiePie (a.k.a. Felix Kjellberg) and others, it's never too late to become a millionaire on YouTube. YouTubers are always rising to the top with great content.
6. NFTs and Cryptocurrency
It is now possible to amass large sums of money by buying and selling digital assets on NFTs and cryptocurrency exchanges. Binance's Initial Game Offer rewards early investors who produce the best results.
One awesome game sold a piece of its plot for US$7.2 million! It's Axie Infinity. It's free and available on Google Play and Apple Store.
7. Affiliate Marketing
Affiliate marketing is a form of advertising where businesses pay others (like bloggers) to promote their goods and services. Here's an example. I write a blog (like this one) and post an affiliate link to an item I recommend buying — say, a camera — and if you buy the camera, I get a commission!
These programs pay well:
- Elementor
- AWeber
- Sendinblue
- ConvertKit\sLeadpages
- GetResponse
- SEMRush\sFiverr
- Pabbly
8. Start a blog
Now, if you're a writer or just really passionate about something or a niche, blogging could potentially monetize that passion!
Create a blog about anything you can think of. It's okay to start right here on Medium, as I did.
9. Dropshipping
And I mean that in the best possible way — drop shopping is ridiculously easy to set up, but difficult to maintain for some.
Luckily, Shopify has made setting up an online store a breeze. Drop-shipping from Alibaba and DHGate is quite common. You've got a winner if you can find a local distributor willing to let you drop ship their product!
10. Set up an Online Course
If you have a skill and can articulate it, online education is for you.
Skillshare, Pluralsight, and Coursera have all made inroads in recent years, upskilling people with courses that YOU can create and earn from.
That's it for today! Please share if you liked this post. If not, well —
Coinbase
4 years ago
10 Predictions for Web3 and the Cryptoeconomy for 2022
By Surojit Chatterjee, Chief Product Officer
2021 proved to be a breakout year for crypto with BTC price gaining almost 70% yoy, Defi hitting $150B in value locked, and NFTs emerging as a new category. Here’s my view through the crystal ball into 2022 and what it holds for our industry:
1. Eth scalability will improve, but newer L1 chains will see substantial growth — As we welcome the next hundred million users to crypto and Web3, scalability challenges for Eth are likely to grow. I am optimistic about improvements in Eth scalability with the emergence of Eth2 and many L2 rollups. Traction of Solana, Avalanche and other L1 chains shows that we’ll live in a multi-chain world in the future. We’re also going to see newer L1 chains emerge that focus on specific use cases such as gaming or social media.
2. There will be significant usability improvements in L1-L2 bridges — As more L1 networks gain traction and L2s become bigger, our industry will desperately seek improvements in speed and usability of cross-L1 and L1-L2 bridges. We’re likely to see interesting developments in usability of bridges in the coming year.
3. Zero knowledge proof technology will get increased traction — 2021 saw protocols like ZkSync and Starknet beginning to get traction. As L1 chains get clogged with increased usage, ZK-rollup technology will attract both investor and user attention. We’ll see new privacy-centric use cases emerge, including privacy-safe applications, and gaming models that have privacy built into the core. This may also bring in more regulator attention to crypto as KYC/AML could be a real challenge in privacy centric networks.
4. Regulated Defi and emergence of on-chain KYC attestation — Many Defi protocols will embrace regulation and will create separate KYC user pools. Decentralized identity and on-chain KYC attestation services will play key roles in connecting users’ real identity with Defi wallet endpoints. We’ll see more acceptance of ENS type addresses, and new systems from cross chain name resolution will emerge.
5. Institutions will play a much bigger role in Defi participation — Institutions are increasingly interested in participating in Defi. For starters, institutions are attracted to higher than average interest-based returns compared to traditional financial products. Also, cost reduction in providing financial services using Defi opens up interesting opportunities for institutions. However, they are still hesitant to participate in Defi. Institutions want to confirm that they are only transacting with known counterparties that have completed a KYC process. Growth of regulated Defi and on-chain KYC attestation will help institutions gain confidence in Defi.
6. Defi insurance will emerge — As Defi proliferates, it also becomes the target of security hacks. According to London-based firm Elliptic, total value lost by Defi exploits in 2021 totaled over $10B. To protect users from hacks, viable insurance protocols guaranteeing users’ funds against security breaches will emerge in 2022.
7. NFT Based Communities will give material competition to Web 2.0 social networks — NFTs will continue to expand in how they are perceived. We’ll see creator tokens or fan tokens take more of a first class seat. NFTs will become the next evolution of users’ digital identity and passport to the metaverse. Users will come together in small and diverse communities based on types of NFTs they own. User created metaverses will be the future of social networks and will start threatening the advertising driven centralized versions of social networks of today.
8. Brands will start actively participating in the metaverse and NFTs — Many brands are realizing that NFTs are great vehicles for brand marketing and establishing brand loyalty. Coca-Cola, Campbell’s, Dolce & Gabbana and Charmin released NFT collectibles in 2021. Adidas recently launched a new metaverse project with Bored Ape Yacht Club. We’re likely to see more interesting brand marketing initiatives using NFTs. NFTs and the metaverse will become the new Instagram for brands. And just like on Instagram, many brands may start as NFT native. We’ll also see many more celebrities jumping in the bandwagon and using NFTs to enhance their personal brand.
9. Web2 companies will wake up and will try to get into Web3 — We’re already seeing this with Facebook trying to recast itself as a Web3 company. We’re likely to see other big Web2 companies dipping their toes into Web3 and metaverse in 2022. However, many of them are likely to create centralized and closed network versions of the metaverse.
10. Time for DAO 2.0 — We’ll see DAOs become more mature and mainstream. More people will join DAOs, prompting a change in definition of employment — never receiving a formal offer letter, accepting tokens instead of or along with fixed salaries, and working in multiple DAO projects at the same time. DAOs will also confront new challenges in terms of figuring out how to do M&A, run payroll and benefits, and coordinate activities in larger and larger organizations. We’ll see a plethora of tools emerge to help DAOs execute with efficiency. Many DAOs will also figure out how to interact with traditional Web2 companies. We’re likely to see regulators taking more interest in DAOs and make an attempt to educate themselves on how DAOs work.
Thanks to our customers and the ecosystem for an incredible 2021. Looking forward to another year of building the foundations for Web3. Wagmi.
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Mike Meyer
3 years ago
Reality Distortion
Old power paradigm blocks new planetary paradigm
The difference between our reality and the media's reality is like a tale of two worlds. The greatest and worst of times, really.
Expanding information demands complex skills and understanding to separate important information from ignorance and crap. And that's just the start of determining the source's aim.
Trust who? We see people trust liars in public and then be destroyed by their decisions. Mistakes may be devastating.
Many give up and don't trust anyone. Reality is a choice, though. Same risks.
We must separate our needs and wants from reality. Needs and wants have rules. Greed and selfishness create an unlivable planet.
Culturally, we know this, but we ignore it as foolish. Selfish and greedy people obtain what they want, while others suffer.
We invade, plunder, rape, and burn. We establish civilizations by institutionalizing an exploitable underclass and denying its existence. These cultural lies promote greed and selfishness despite their destructiveness.
Controlling parts of society institutionalize these lies as fact. Many of each age are willing to gamble on greed because they were taught to see greed and selfishness as principles justified by prosperity.
Our cultural understanding recognizes the long-term benefits of collaboration and sharing. This older understanding generates an increasing tension between greedy people and those who see its planetary effects.
Survival requires distinguishing between global and regional realities. Simple, yet many can't do it. This is the first time human greed has had a global impact.
In the past, conflict stories focused on regional winners and losers. Losers lose, winners win, etc. Powerful people see potential decades of nuclear devastation as local, overblown, and not personally dangerous.
Mutually Assured Destruction (MAD) was a human choice that required people to acquiesce to irrational devastation. This prevented nuclear destruction. Most would refuse.
A dangerous “solution” relies on nuclear trigger-pullers not acting irrationally. Since then, we've collected case studies of sane people performing crazy things in experiments. We've been lucky, but the climate apocalypse could be different.
Climate disaster requires only continuing current behavior. These actions already cause global harm, but that's not a threat. These activities must be viewed differently.
Once grasped, denying planetary facts is hard to accept. Deniers can't think beyond regional power. Seeing planet-scale is unusual.
Decades of indoctrination defining any planetary perspective as un-American implies communal planetary assets are for plundering. The old paradigm limits any other view.
In the same way, the new paradigm sees the old regional power paradigm as a threat to planetary civilization and lifeforms. Insane!
While MAD relied on leaders not acting stupidly to trigger a nuclear holocaust, the delayed climatic holocaust needs correcting centuries of lunacy. We must stop allowing craziness in global leadership.
Nothing in our acknowledged past provides a paradigm for such. Only primitive people have failed to reach our level of sophistication.
Before European colonization, certain North American cultures built sophisticated regional nations but abandoned them owing to authoritarian cruelty and destruction. They were overrun by societies that saw no wrong in perpetual exploitation. David Graeber's The Dawn of Everything is an example of historical rediscovery, which is now crucial.
From the new paradigm's perspective, the old paradigm is irrational, yet it's too easy to see those in it as ignorant or malicious, if not both. These people are both, but the collapsing paradigm they promote is older or more ingrained than we think.
We can't shift that paradigm's view of a dead world. We must eliminate this mindset from our nations' leadership. No other way will preserve the earth.
Change is occurring. As always with tremendous transition, younger people are building the new paradigm.
The old paradigm's disintegration is insane. The ability to detect errors and abandon their sources is more important than age. This is gaining recognition.
The breakdown of the previous paradigm is not due to senile leadership, but to systemic problems that the current, conservative leadership cannot recognize.
Stop following the old paradigm.
Cory Doctorow
3 years ago
The downfall of the Big Four accounting companies is just one (more) controversy away.
Economic mutual destruction.
Multibillion-dollar corporations never bothered with an independent audit, and they all lied about their balance sheets.
It's easy to forget that the Big Four accounting firms are lousy fraud enablers. Just because they sign off on your books doesn't mean you're not a hoax waiting to erupt.
This is *crazy* Capitalism depends on independent auditors. Rich folks need to know their financial advisers aren't lying. Rich folks usually succeed.
No accounting. EY, KPMG, PWC, and Deloitte make more money consulting firms than signing off on their accounts.
The Big Four sign off on phony books because failing to make friends with unscrupulous corporations may cost them consulting contracts.
The Big Four are the only firms big enough to oversee bankruptcy when they sign off on fraudulent books, as they did for Carillion in 2018. All four profited from Carillion's bankruptcy.
The Big Four are corrupt without any consequences for misconduct. Who can forget when KPMG's top management was fined millions for helping auditors cheat on ethics exams?
Consulting and auditing conflict. Consultants help a firm cover its evil activities, such as tax fraud or wage theft, whereas auditors add clarity to a company's finances. The Big Four make more money from cooking books than from uncooking them, thus they are constantly embroiled in scandals.
If a major scandal breaks, it may bring down the entire sector and substantial parts of the economy. Jim Peterson explains system risk for The Dig.
The Big Four are voluntary private partnerships where accountants invest their time, reputations, and money. If a controversy threatens the business, partners who depart may avoid scandal and financial disaster.
When disaster looms, each partner should bolt for the door, even if a disciplined stay-and-hold posture could weather the storm. This happened to Arthur Andersen during Enron's collapse, and a 2006 EU report recognized the risk to other corporations.
Each partner at a huge firm knows how much dirty laundry they've buried in the company's garden, and they have well-founded suspicions about what other partners have buried, too. When someone digs, everyone runs.
If a firm confronts substantial litigation damages or enforcement penalties, it could trigger the collapse of one of the Big Four. That would be bad news for the firm's clients, who would have trouble finding another big auditor.
Most of the world's auditing capacity is concentrated in four enormous, brittle, opaque, compromised organizations. If one of them goes bankrupt, the other three won't be able to take on its clients.
Peterson: Another collapse would strand many of the world's large public businesses, leaving them unable to obtain audit views for their securities listings and regulatory compliance.
Count Down: The Past, Present, and Uncertain Future of the Big Four Accounting Firms is in its second edition.
https://www.emerald.com/insight/publication/doi/10.1108/9781787147003
Sammy Abdullah
3 years ago
R&D, S&M, and G&A expense ratios for SaaS
SaaS spending is 40/40/20. 40% of operating expenses should be R&D, 40% sales and marketing, and 20% G&A. We wanted to see the statistics behind the rules of thumb. Since October 2017, 73 SaaS startups have gone public. Perhaps the rule of thumb should be 30/50/20. The data is below.
30/50/20. R&D accounts for 26% of opex, sales and marketing 48%, and G&A 22%. We think R&D/S&M/G&A should be 30/50/20.
There are outliers. There are exceptions to rules of thumb. Dropbox spent 45% on R&D whereas Zoom spent 13%. Zoom spent 73% on S&M, Dropbox 37%, and Bill.com 28%. Snowflake spent 130% of revenue on S&M, while their EBITDA margin is -192%.
G&A shouldn't stand out. Minimize G&A spending. Priorities should be product development and sales. Cloudflare, Sendgrid, Snowflake, and Palantir spend 36%, 34%, 37%, and 43% on G&A.
Another myth is that COGS is 20% of revenue. Median and averages are 29%.
Where is the profitability? Data-driven operating income calculations were simplified (Revenue COGS R&D S&M G&A). 20 of 73 IPO businesses reported operational income. Median and average operating income margins are -21% and -27%.
As long as you're growing fast, have outstanding retention, and marquee clients, you can burn cash since recurring income that doesn't churn is a valuable annuity.
The data was compelling overall. 30/50/20 is the new 40/40/20 for more established SaaS enterprises, unprofitability is alright as long as your business is expanding, and COGS can be somewhat more than 20% of revenue.