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
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More on Web3 & Crypto
Olga Kharif
3 years ago
A month after freezing customer withdrawals, Celsius files for bankruptcy.
Alex Mashinsky, CEO of Celsius, speaks at Web Summit 2021 in Lisbon.
Celsius Network filed for Chapter 11 bankruptcy a month after freezing customer withdrawals, joining other crypto casualties.
Celsius took the step to stabilize its business and restructure for all stakeholders. The filing was done in the Southern District of New York.
The company, which amassed more than $20 billion by offering 18% interest on cryptocurrency deposits, paused withdrawals and other functions in mid-June, citing "extreme market conditions."
As the Fed raises interest rates aggressively, it hurts risk sentiment and squeezes funding costs. Voyager Digital Ltd. filed for Chapter 11 bankruptcy this month, and Three Arrows Capital has called in liquidators.
Celsius called the pause "difficult but necessary." Without the halt, "the acceleration of withdrawals would have allowed certain customers to be paid in full while leaving others to wait for Celsius to harvest value from illiquid or longer-term asset deployment activities," it said.
Celsius declined to comment. CEO Alex Mashinsky said the move will strengthen the company's future.
The company wants to keep operating. It's not requesting permission to allow customer withdrawals right now; Chapter 11 will handle customer claims. The filing estimates assets and liabilities between $1 billion and $10 billion.
Celsius is advised by Kirkland & Ellis, Centerview Partners, and Alvarez & Marsal.
Yield-promises
Celsius promised 18% returns on crypto loans. It lent those coins to institutional investors and participated in decentralized-finance apps.
When TerraUSD (UST) and Luna collapsed in May, Celsius pulled its funds from Terra's Anchor Protocol, which offered 20% returns on UST deposits. Recently, another large holding, staked ETH, or stETH, which is tied to Ether, became illiquid and discounted to Ether.
The lender is one of many crypto companies hurt by risky bets in the bear market. Also, Babel halted withdrawals. Voyager Digital filed for bankruptcy, and crypto hedge fund Three Arrows Capital filed for Chapter 15 bankruptcy.
According to blockchain data and tracker Zapper, Celsius repaid all of its debt in Aave, Compound, and MakerDAO last month.
Celsius charged Symbolic Capital Partners Ltd. 2,000 Ether as collateral for a cash loan on June 13. According to company filings, Symbolic was charged 2,545.25 Ether on June 11.
In July 6 filings, it said it reshuffled its board, appointing two new members and firing others.

Yusuf Ibrahim
3 years ago
How to sell 10,000 NFTs on OpenSea for FREE (Puppeteer/NodeJS)
So you've finished your NFT collection and are ready to sell it. Except you can't figure out how to mint them! Not sure about smart contracts or want to avoid rising gas prices. You've tried and failed with apps like Mini mouse macro, and you're not familiar with Selenium/Python. Worry no more, NodeJS and Puppeteer have arrived!
Learn how to automatically post and sell all 1000 of my AI-generated word NFTs (Nakahana) on OpenSea for FREE!
My NFT project — Nakahana |
NOTE: Only NFTs on the Polygon blockchain can be sold for free; Ethereum requires an initiation charge. NFTs can still be bought with (wrapped) ETH.
If you want to go right into the code, here's the GitHub link: https://github.com/Yusu-f/nftuploader
Let's start with the knowledge and tools you'll need.
What you should know
You must be able to write and run simple NodeJS programs. You must also know how to utilize a Metamask wallet.
Tools needed
- NodeJS. You'll need NodeJs to run the script and NPM to install the dependencies.
- Puppeteer – Use Puppeteer to automate your browser and go to sleep while your computer works.
- Metamask – Create a crypto wallet and sign transactions using Metamask (free). You may learn how to utilize Metamask here.
- Chrome – Puppeteer supports Chrome.
Let's get started now!
Starting Out
Clone Github Repo to your local machine. Make sure that NodeJS, Chrome, and Metamask are all installed and working. Navigate to the project folder and execute npm install. This installs all requirements.
Replace the “extension path” variable with the Metamask chrome extension path. Read this tutorial to find the path.
Substitute an array containing your NFT names and metadata for the “arr” variable and the “collection_name” variable with your collection’s name.
Run the script.
After that, run node nftuploader.js.
Open a new chrome instance (not chromium) and Metamask in it. Import your Opensea wallet using your Secret Recovery Phrase or create a new one and link it. The script will be unable to continue after this but don’t worry, it’s all part of the plan.
Next steps
Open your terminal again and copy the route that starts with “ws”, e.g. “ws:/localhost:53634/devtools/browser/c07cb303-c84d-430d-af06-dd599cf2a94f”. Replace the path in the connect function of the nftuploader.js script.
const browser = await puppeteer.connect({ browserWSEndpoint: "ws://localhost:58533/devtools/browser/d09307b4-7a75-40f6-8dff-07a71bfff9b3", defaultViewport: null });
Rerun node nftuploader.js. A second tab should open in THE SAME chrome instance, navigating to your Opensea collection. Your NFTs should now start uploading one after the other! If any errors occur, the NFTs and errors are logged in an errors.log file.
Error Handling
The errors.log file should show the name of the NFTs and the error type. The script has been changed to allow you to simply check if an NFT has already been posted. Simply set the “searchBeforeUpload” setting to true.
We're done!
If you liked it, you can buy one of my NFTs! If you have any concerns or would need a feature added, please let me know.
Thank you to everyone who has read and liked. I never expected it to be so popular.

rekt
3 years ago
LCX is the latest CEX to have suffered a private key exploit.
The attack began around 10:30 PM +UTC on January 8th.
Peckshield spotted it first, then an official announcement came shortly after.
We’ve said it before; if established companies holding millions of dollars of users’ funds can’t manage their own hot wallet security, what purpose do they serve?
The Unique Selling Proposition (USP) of centralised finance grows smaller by the day.
The official incident report states that 7.94M USD were stolen in total, and that deposits and withdrawals to the platform have been paused.
LCX hot wallet: 0x4631018f63d5e31680fb53c11c9e1b11f1503e6f
Hacker’s wallet: 0x165402279f2c081c54b00f0e08812f3fd4560a05
Stolen funds:
- 162.68 ETH (502,671 USD)
- 3,437,783.23 USDC (3,437,783 USD)
- 761,236.94 EURe (864,840 USD)
- 101,249.71 SAND Token (485,995 USD)
- 1,847.65 LINK (48,557 USD)
- 17,251,192.30 LCX Token (2,466,558 USD)
- 669.00 QNT (115,609 USD)
- 4,819.74 ENJ (10,890 USD)
- 4.76 MKR (9,885 USD)
**~$1M worth of $LCX remains in the address, along with 611k EURe which has been frozen by Monerium.
The rest, a total of 1891 ETH (~$6M) was sent to Tornado Cash.**
Why can’t they keep private keys private?
Is it really that difficult for a traditional corporate structure to maintain good practice?
CeFi hacks leave us with little to say - we can only go on what the team chooses to tell us.
Next time, they can write this article themselves.
See below for a template.
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M.G. Siegler
2 years ago
Apple: Showing Ads on Your iPhone
This report from Mark Gurman has stuck with me:
In the News and Stocks apps, the display ads are no different than what you might get on an ad-supported website. In the App Store, the ads are for actual apps, which are probably more useful for Apple users than mortgage rates. Some people may resent Apple putting ads in the News and Stocks apps. After all, the iPhone is supposed to be a premium device. Let’s say you shelled out $1,000 or more to buy one, do you want to feel like Apple is squeezing more money out of you just to use its standard features? Now, a portion of ad revenue from the News app’s Today tab goes to publishers, but it’s not clear how much. Apple also lets publishers advertise within their stories and keep the vast majority of that money. Surprisingly, Today ads also appear if you subscribe to News+ for $10 per month (though it’s a smaller number).
I use Apple News often. It's a good general news catch-up tool, like Twitter without the BS. Customized notifications are helpful. Fast and lovely. Except for advertisements. I have Apple One, which includes News+, and while I understand why the magazines still have brand ads, it's ridiculous to me that Apple enables web publishers to introduce awful ads into this experience. Apple's junky commercials are ridiculous.
We know publishers want and probably requested this. Let's keep Apple News ad-free for the much smaller percentage of paid users, and here's your portion. (Same with Stocks, which is more sillier.)
Paid app placement in the App Store is a wonderful approach for developers to find new users (though far too many of those ads are trying to trick users, in my opinion).
Apple is also planning to increase ads in its Maps app. This sounds like Google Maps, and I don't like it. I never find these relevant, and they clutter up the user experience. Apple Maps now has a UI advantage (though not a data/search one, which matters more).
Apple is nickel-and-diming its customers. We spend thousands for their products and premium services like Apple One. We all know why: income must rise, and new firms are needed to scale. This will eventually backfire.

Tim Denning
2 years ago
I gave up climbing the corporate ladder once I realized how deeply unhappy everyone at the top was.
Restructuring and layoffs cause career reevaluation. Your career can benefit.
Once you become institutionalized, the corporate ladder is all you know.
You're bubbled. Extremists term it the corporate Matrix. I'm not so severe because the business world brainwashed me, too.
This boosted my corporate career.
Until I hit bottom.
15 months later, I view my corporate life differently. You may wish to advance professionally. Read this before you do.
Your happiness in the workplace may be deceptive.
I've been fortunate to spend time with corporate aces.
Working for 2.5 years in banking social media gave me some of these experiences. Earlier in my career, I recorded interviews with business leaders.
These people have titles like Chief General Manager and Head Of. New titles brought life-changing salaries.
They seemed happy.
I’d pass them in the hallway and they’d smile or shake my hand. I dreamt of having their life.
The ominous pattern
Unfiltered talks with some of them revealed a different world.
They acted well. They were skilled at smiling and saying the correct things. All had the same dark pattern, though.
Something felt off.
I found my conversations with them were generally for their benefit. They hoped my online antics as a writer/coach would shed light on their dilemma.
They'd tell me they wanted more. When you're one position away from CEO, it's hard not to wonder if this next move will matter.
What really displeased corporate ladder chasers
Before ascending further, consider these.
Zero autonomy
As you rise in a company, your days get busier.
Many people and initiatives need supervision. Everyone expects you to know business details. Weak when you don't. A poor leader is fired during the next restructuring and left to pursue their corporate ambition.
Full calendars leave no time for reflection. You can't have a coffee with a friend or waste a day.
You’re always on call. It’s a roll call kinda life.
Unable to express oneself freely
My 8 years of LinkedIn writing helped me meet these leaders.
I didn't think they'd care. Mistake.
Corporate leaders envied me because they wanted to talk freely again without corporate comms or a PR firm directing them what to say.
They couldn't share their flaws or inspiring experiences.
They wanted to.
Every day they were muzzled eroded by their business dream.
Limited family time
Top leaders had families.
They've climbed the corporate ladder. Nothing excellent happens overnight.
Corporate dreamers rarely saw their families.
Late meetings, customer functions, expos, training, leadership days, team days, town halls, and product demos regularly occurred after work.
Or they had to travel interstate or internationally for work events. They used bags and motel showers.
Initially, they said business class flights and hotels were nice. They'd get bored. 5-star hotels become monotonous.
No hotel beats home.
One leader said he hadn't seen his daughter much. They used to Facetime, but now that he's been gone so long, she rarely wants to talk to him.
So they iPad-parented.
You're miserable without your family.
Held captive by other job titles
Going up the business ladder seems like a battle.
Leaders compete for business gains and corporate advancement.
I saw shocking filthy tricks. Leaders would lie to seem nice.
Captives included top officials.
A different section every week. If they ran technology, the Head of Sales would argue their CRM cost millions. Or an Operations chief would battle a product team over support requests.
After one conflict, another began.
Corporate echelons are antagonistic. Huge pay and bonuses guarantee bad behavior.
Overly centered on revenue
As you rise, revenue becomes more prevalent. Most days, you'd believe revenue was everything. Here’s the problem…
Numbers drain us.
Unless you're a closet math nerd, contemplating and talking about numbers drains your creativity.
Revenue will never substitute impact.
Incapable of taking risks
Corporate success requires taking fewer risks.
Risks can cause dismissal. Risks can interrupt business. Keep things moving so you may keep getting paid your enormous salary and bonus.
Restructuring or layoffs are inevitable. All corporate climbers experience it.
On this fateful day, a small few realize the game they’ve been trapped in and escape. Most return to play for a new company, but it takes time.
Addiction keeps them trapped. You know nothing else. The rest is strange.
You start to think “I’m getting old” or “it’s nearly retirement.” So you settle yet again for the trappings of the corporate ladder game to nowhere.
Should you climb the corporate ladder?
Let me end on a surprising note.
Young people should ascend the corporate ladder. It teaches you business skills and helps support your side gig and (potential) online business.
Don't get trapped, shackled, or muzzled.
Your ideas and creativity become stifled after too much gaming play.
Corporate success won't bring happiness.
Find fulfilling employment that matters. That's it.

Daniel Vassallo
3 years ago
Why I quit a $500K job at Amazon to work for myself
I quit my 8-year Amazon job last week. I wasn't motivated to do another year despite promotions, pay, recognition, and praise.
In AWS, I built developer tools. I could have worked in that field forever.
I became an Amazon developer. Within 3.5 years, I was promoted twice to senior engineer and would have been promoted to principal engineer if I stayed. The company said I had great potential.
Over time, I became a reputed expert and leader within the company. I was respected.
First year I made $75K, last year $511K. If I stayed another two years, I could have made $1M.
Despite Amazon's reputation, my work–life balance was good. I no longer needed to prove myself and could do everything in 40 hours a week. My team worked from home once a week, and I rarely opened my laptop nights or weekends.
My coworkers were great. I had three generous, empathetic managers. I’m very grateful to everyone I worked with.
Everything was going well and getting better. My motivation to go to work each morning was declining despite my career and income growth.
Another promotion, pay raise, or big project wouldn't have boosted my motivation. Motivation was also waning. It was my freedom.
Demotivation
My motivation was high in the beginning. I worked with someone on an internal tool with little scrutiny. I had more freedom to choose how and what to work on than in recent years. Me and another person improved it, talked to users, released updates, and tested it. Whatever we wanted, we did. We did our best and were mostly self-directed.
In recent years, things have changed. My department's most important project had many stakeholders and complex goals. What I could do depended on my ability to convince others it was the best way to achieve our goals.
Amazon was always someone else's terms. The terms started out simple (keep fixing it), but became more complex over time (maximize all goals; satisfy all stakeholders). Working in a large organization imposed restrictions on how to do the work, what to do, what goals to set, and what business to pursue. This situation forced me to do things I didn't want to do.
Finding New Motivation
What would I do forever? Not something I did until I reached a milestone (an exit), but something I'd do until I'm 80. What could I do for the next 45 years that would make me excited to wake up and pay my bills? Is that too unambitious? Nope. Because I'm motivated by two things.
One is an external carrot or stick. I'm not forced to file my taxes every April, but I do because I don't want to go to jail. Or I may not like something but do it anyway because I need to pay the bills or want a nice car. Extrinsic motivation
One is internal. When there's no carrot or stick, this motivates me. This fuels hobbies. I wanted a job that was intrinsically motivated.
Is this too low-key? Extrinsic motivation isn't sustainable. Getting promoted felt good for a week, then it was over. When I hit $100K, I admired my W2 for a few days, but then it wore off. Same thing happened at $200K, $300K, $400K, and $500K. Earning $1M or $10M wouldn't change anything. I feel the same about every material reward or possession. Getting them feels good at first, but quickly fades.
Things I've done since I was a kid, when no one forced me to, don't wear off. Coding, selling my creations, charting my own path, and being honest. Why not always use my strengths and motivation? I'm lucky to live in a time when I can work independently in my field without large investments. So that’s what I’m doing.
What’s Next?
I'm going all-in on independence and will make a living from scratch. I won't do only what I like, but on my terms. My goal is to cover my family's expenses before my savings run out while doing something I enjoy. What more could I want from my work?
You can now follow me on Twitter as I continue to document my journey.
This post is a summary. Read full article here