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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.

More on Web3 & Crypto

ANDREW SINGER

ANDREW SINGER

3 years ago

Crypto seen as the ‘future of money’ in inflation-mired countries

Crypto as the ‘future of money' in inflation-stricken nations

Citizens of devalued currencies “need” crypto. “Nice to have” in the developed world.

According to Gemini's 2022 Global State of Crypto report, cryptocurrencies “evolved from what many considered a niche investment into an established asset class” last year.

More than half of crypto owners in Brazil (51%), Hong Kong (51%), and India (54%), according to the report, bought cryptocurrency for the first time in 2021.

The study found that inflation and currency devaluation are powerful drivers of crypto adoption, especially in emerging market (EM) countries:

“Respondents in countries that have seen a 50% or greater devaluation of their currency against the USD over the last decade were more than 5 times as likely to plan to purchase crypto in the coming year.”

Between 2011 and 2021, the real lost 218 percent of its value against the dollar, and 45 percent of Brazilians surveyed by Gemini said they planned to buy crypto in 2019.

The rand (South Africa's currency) has fallen 103 percent in value over the last decade, second only to the Brazilian real, and 32 percent of South Africans expect to own crypto in the coming year. Mexico and India, the third and fourth highest devaluation countries, followed suit.

Compared to the US dollar, Hong Kong and the UK currencies have not devalued in the last decade. Meanwhile, only 5% and 8% of those surveyed in those countries expressed interest in buying crypto.

What can be concluded? Noah Perlman, COO of Gemini, sees various crypto use cases depending on one's location. 

‘Need to have' investment in countries where the local currency has devalued against the dollar, whereas in the developed world it is still seen as a ‘nice to have'.

Crypto as money substitute

As an adjunct professor at New York University School of Law, Winston Ma distinguishes between an asset used as an inflation hedge and one used as a currency replacement.

Unlike gold, he believes Bitcoin (BTC) is not a “inflation hedge”. They acted more like growth stocks in 2022. “Bitcoin correlated more closely with the S&P 500 index — and Ether with the NASDAQ — than gold,” he told Cointelegraph. But in the developing world, things are different:

“Inflation may be a primary driver of cryptocurrency adoption in emerging markets like Brazil, India, and Mexico.”

According to Justin d'Anethan, institutional sales director at the Amber Group, a Singapore-based digital asset firm, early adoption was driven by countries where currency stability and/or access to proper banking services were issues. Simply put, he said, developing countries want alternatives to easily debased fiat currencies.

“The larger flows may still come from institutions and developed countries, but the actual users may come from places like Lebanon, Turkey, Venezuela, and Indonesia.”

“Inflation is one of the factors that has and continues to drive adoption of Bitcoin and other crypto assets globally,” said Sean Stein Smith, assistant professor of economics and business at Lehman College.

But it's only one factor, and different regions have different factors, says Stein Smith. As a “instantaneously accessible, traceable, and cost-effective transaction option,” investors and entrepreneurs increasingly recognize the benefits of crypto assets. Other places promote crypto adoption due to “potential capital gains and returns”.

According to the report, “legal uncertainty around cryptocurrency,” tax questions, and a general education deficit could hinder adoption in Asia Pacific and Latin America. In Africa, 56% of respondents said more educational resources were needed to explain cryptocurrencies.

Not only inflation, but empowering our youth to live better than their parents without fear of failure or allegiance to legacy financial markets or products, said Monica Singer, ConsenSys South Africa lead. Also, “the issue of cash and remittances is huge in Africa, as is the issue of social grants.”

Money's future?

The survey found that Brazil and Indonesia had the most cryptocurrency ownership. In each country, 41% of those polled said they owned crypto. Only 20% of Americans surveyed said they owned cryptocurrency.

These markets are more likely to see cryptocurrencies as the future of money. The survey found:

“The majority of respondents in Latin America (59%) and Africa (58%) say crypto is the future of money.”
Brazil (66%), Nigeria (63%), Indonesia (61%), and South Africa (57%). Europe and Australia had the fewest believers, with Denmark at 12%, Norway at 15%, and Australia at 17%.

Will the Ukraine conflict impact adoption?

The poll was taken before the war. Will the devastating conflict slow global crypto adoption growth?

With over $100 million in crypto donations directly requested by the Ukrainian government since the war began, Stein Smith says the war has certainly brought crypto into the mainstream conversation.

“This real-world demonstration of decentralized money's power could spur wider adoption, policy debate, and increased use of crypto as a medium of exchange.”
But the war may not affect all developing nations. “The Ukraine war has no impact on African demand for crypto,” Others loom larger. “Yes, inflation, but also a lack of trust in government in many African countries, and a young demographic very familiar with mobile phones and the internet.”

A major success story like Mpesa in Kenya has influenced the continent and may help accelerate crypto adoption. Creating a plan when everyone you trust fails you is directly related to the African spirit, she said.

On the other hand, Ma views the Ukraine conflict as a sort of crisis check for cryptocurrencies. For those in emerging markets, the Ukraine-Russia war has served as a “stress test” for the cryptocurrency payment rail, he told Cointelegraph.

“These emerging markets may see the greatest future gains in crypto adoption.”
Inflation and currency devaluation are persistent global concerns. In such places, Bitcoin and other cryptocurrencies are now seen as the “future of money.” Not in the developed world, but that could change with better regulation and education. Inflation and its impact on cash holdings are waking up even Western nations.

Read original post here.

Vitalik

Vitalik

3 years ago

An approximate introduction to how zk-SNARKs are possible (part 1)

You can make a proof for the statement "I know a secret number such that if you take the word ‘cow', add the number to the end, and SHA256 hash it 100 million times, the output starts with 0x57d00485aa". The verifier can verify the proof far more quickly than it would take for them to run 100 million hashes themselves, and the proof would also not reveal what the secret number is.

In the context of blockchains, this has 2 very powerful applications: Perhaps the most powerful cryptographic technology to come out of the last decade is general-purpose succinct zero knowledge proofs, usually called zk-SNARKs ("zero knowledge succinct arguments of knowledge"). A zk-SNARK allows you to generate a proof that some computation has some particular output, in such a way that the proof can be verified extremely quickly even if the underlying computation takes a very long time to run. The "ZK" part adds an additional feature: the proof can keep some of the inputs to the computation hidden.

You can make a proof for the statement "I know a secret number such that if you take the word ‘cow', add the number to the end, and SHA256 hash it 100 million times, the output starts with 0x57d00485aa". The verifier can verify the proof far more quickly than it would take for them to run 100 million hashes themselves, and the proof would also not reveal what the secret number is.

In the context of blockchains, this has two very powerful applications:

  1. Scalability: if a block takes a long time to verify, one person can verify it and generate a proof, and everyone else can just quickly verify the proof instead
  2. Privacy: you can prove that you have the right to transfer some asset (you received it, and you didn't already transfer it) without revealing the link to which asset you received. This ensures security without unduly leaking information about who is transacting with whom to the public.

But zk-SNARKs are quite complex; indeed, as recently as in 2014-17 they were still frequently called "moon math". The good news is that since then, the protocols have become simpler and our understanding of them has become much better. This post will try to explain how ZK-SNARKs work, in a way that should be understandable to someone with a medium level of understanding of mathematics.

Why ZK-SNARKs "should" be hard

Let us take the example that we started with: we have a number (we can encode "cow" followed by the secret input as an integer), we take the SHA256 hash of that number, then we do that again another 99,999,999 times, we get the output, and we check what its starting digits are. This is a huge computation.

A "succinct" proof is one where both the size of the proof and the time required to verify it grow much more slowly than the computation to be verified. If we want a "succinct" proof, we cannot require the verifier to do some work per round of hashing (because then the verification time would be proportional to the computation). Instead, the verifier must somehow check the whole computation without peeking into each individual piece of the computation.

One natural technique is random sampling: how about we just have the verifier peek into the computation in 500 different places, check that those parts are correct, and if all 500 checks pass then assume that the rest of the computation must with high probability be fine, too?

Such a procedure could even be turned into a non-interactive proof using the Fiat-Shamir heuristic: the prover computes a Merkle root of the computation, uses the Merkle root to pseudorandomly choose 500 indices, and provides the 500 corresponding Merkle branches of the data. The key idea is that the prover does not know which branches they will need to reveal until they have already "committed to" the data. If a malicious prover tries to fudge the data after learning which indices are going to be checked, that would change the Merkle root, which would result in a new set of random indices, which would require fudging the data again... trapping the malicious prover in an endless cycle.

But unfortunately there is a fatal flaw in naively applying random sampling to spot-check a computation in this way: computation is inherently fragile. If a malicious prover flips one bit somewhere in the middle of a computation, they can make it give a completely different result, and a random sampling verifier would almost never find out.


It only takes one deliberately inserted error, that a random check would almost never catch, to make a computation give a completely incorrect result.

If tasked with the problem of coming up with a zk-SNARK protocol, many people would make their way to this point and then get stuck and give up. How can a verifier possibly check every single piece of the computation, without looking at each piece of the computation individually? There is a clever solution.

see part 2

forkast

forkast

3 years ago

Three Arrows Capital collapse sends crypto tremors

Three Arrows Capital's Google search volume rose over 5,000%.

Three Arrows Capital, a Singapore-based cryptocurrency hedge fund, filed for Chapter 15 bankruptcy last Friday to protect its U.S. assets from creditors.

  • Three Arrows filed for bankruptcy on July 1 in New York.

  • Three Arrows was ordered liquidated by a British Virgin Islands court last week after defaulting on a $670 million loan from Voyager Digital. Three days later, the Singaporean government reprimanded Three Arrows for spreading misleading information and exceeding asset limits.

  • Three Arrows' troubles began with Terra's collapse in May, after it bought US$200 million worth of Terra's LUNA tokens in February, co-founder Kyle Davies told the Wall Street Journal. Three Arrows has failed to meet multiple margin calls since then, including from BlockFi and Genesis.

  • Three Arrows Capital, founded by Kyle Davies and Su Zhu in 2012, manages $10 billion in crypto assets.

  • Bitcoin's price fell from US$20,600 to below US$19,200 after Three Arrows' bankruptcy petition. According to CoinMarketCap, BTC is now above US$20,000.

What does it mean?

Every action causes an equal and opposite reaction, per Newton's third law. Newtonian physics won't comfort Three Arrows investors, but future investors will thank them for their overconfidence.

Regulators are taking notice of crypto's meteoric rise and subsequent fall. Historically, authorities labeled the industry "high risk" to warn traditional investors against entering it. That attitude is changing. Regulators are moving quickly to regulate crypto to protect investors and prevent broader asset market busts.

The EU has reached a landmark deal that will regulate crypto asset sales and crypto markets across the 27-member bloc. The U.S. is close behind with a similar ruling, and smaller markets are also looking to improve safeguards.

For many, regulation is the only way to ensure the crypto industry survives the current winter.

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Stephen Rivers

Stephen Rivers

3 years ago

Because of regulations, the $3 million Mercedes-AMG ONE will not (officially) be available in the United States or Canada.

We asked Mercedes to clarify whether "customers" refers to people who have expressed interest in buying the AMG ONE but haven't made a down payment or paid in full for a production slot, and a company spokesperson told that it's the latter – "Actual customers for AMG ONE in the United States and Canada." 

The Mercedes-AMG ONE has finally arrived in manufacturing form after numerous delays. This may be the most complicated and magnificent hypercar ever created, but according to Mercedes, those roads will not be found in the United States or Canada.

Despite all of the well-deserved excitement around the gorgeous AMG ONE, there was no word on when US customers could expect their cars. Our Editor-in-Chief became aware of this and contacted Mercedes to clarify the matter. Mercedes-hypercar AMG's with the F1-derived 1,049 HP 1.6-liter V6 engine will not be homologated for the US market, they've confirmed.

Mercedes has informed its customers in the United States and Canada that the ONE will not be arriving to North America after all, as of today, June 1, 2022. The whole text of the letter is included below, so sit back and wait for Mercedes to explain why we (or they) won't be getting (or seeing) the hypercar. Mercedes claims that all 275 cars it wants to produce have already been reserved, with net pricing in Europe starting at €2.75 million (about US$2.93 million at today's exchange rates), before country-specific taxes.

"The AMG-ONE was created with one purpose in mind: to provide a straight technology transfer of the World Championship-winning Mercedes-AMG Petronas Formula 1 E PERFORMANCE drive unit to the road." It's the first time a complete Formula 1 drive unit has been integrated into a road car.

Every component of the AMG ONE has been engineered to redefine high performance, with 1,000+ horsepower, four electric motors, and a blazing top speed of more than 217 mph. While the engine's beginnings are in competition, continuous research and refinement has left us with a difficult choice for the US market.

We determined that following US road requirements would considerably damage its performance and overall driving character in order to preserve the distinctive nature of its F1 powerplant. We've made the strategic choice to make the automobile available for road use in Europe, where it complies with all necessary rules."

If this is the first time US customers have heard about it, which it shouldn't be, we understand if it's a bit off-putting. The AMG ONE could very probably be Mercedes' final internal combustion hypercar of this type.

Nonetheless, we wouldn't be surprised if a few make their way to the United States via the federal government's "Show and Display" exemption provision. This legislation permits the importation of automobiles such as the AMG ONE, but only for a total of 2,500 miles per year.

The McLaren Speedtail, the Koenigsegg One:1, and the Bugatti EB110 are among the automobiles that have been imported under this special rule. We just hope we don't have to wait too long to see the ONE in the United States.

Tech With Dom

Tech With Dom

3 years ago

6 Awesome Desk Accessories You Must Have!

My Desk Setup

I'm gadget-obsessed. So I shared my top 6 desk gadgets.

These gadgets improve my workflow and are handy for working from home.

Without further ado...

Computer light bar Xiaomi Mi

Xiaomi Mi Monitor Light Bar

I've previously recommended the Xiaomi Mi Light Bar, and I still do. It's stylish and convenient.

The Mi bar is a monitor-mounted desk lamp. The lamp's hue and brightness can be changed with a stylish wireless remote.

Changeable hue and brightness make it ideal for late-night work.

Desk Mat 2.

Razer Goliathus Extended Chroma Mouse Mat

I wasn't planning to include a desk surface in this article, but I find it improves computer use.

The mouse feels smoother and is a better palm rest than wood or glass.

I'm currently using the overkill Razer Goliathus Extended Chroma RGB Gaming Surface, but I like RGB.

Using a desk surface or mat makes computer use more comfortable, and it's not expensive.

Third, the Logitech MX Master 3 Mouse

Logitech MX Master 3

The Logitech MX Master 3 or any from the MX Master series is my favorite mouse.

The side scroll wheel on these mice is a feature I've never seen on another mouse.

Side scroll wheels are great for spreadsheets and video editing. It would be hard for me to switch from my Logitech MX Master 3 to another mouse. Only gaming is off-limits.

Google Nest 4.

Google Nest Hub 2nd Generation

Without a smart assistant, my desk is useless. I'm currently using the second-generation Google Nest Hub, but I've also used the Amazon Echo Dot, Echo Spot, and Apple HomePod Mini.

As a Pixel 6 Pro user, the Nest Hub works best with my phone.

My Nest Hub plays news, music, and calendar events. It also lets me control lights and switches with my smartphone. It plays YouTube videos.

Google Pixel Stand, No. 5

Google Pixel Stand 2nd Generation

A wireless charger on my desk is convenient for charging my phone and other devices while I work. My desk has two wireless chargers. I have a Satechi aluminum fast charger and a second-generation Google Pixel Stand.

If I need to charge my phone and earbuds simultaneously, I use two wireless chargers. Satechi chargers are well-made and fast. Micro-USB is my only complaint.

The Pixel Stand converts compatible devices into a smart display for adjusting charging speeds and controlling other smart devices. My Pixel 6 Pro charges quickly. Here's my video review.

6. Anker Power Bank

Anker 65W Charger

Anker's 65W charger is my final recommendation. This online find was a must-have. This can charge my laptop and several non-wireless devices, perfect for any techie!

The charger has two USB-A ports and two USB-C ports, one with 45W and the other with 20W, so it can charge my iPad Pro and Pixel 6 Pro simultaneously.

Summary

These are some of my favorite office gadgets. My kit page has an updated list.

Links to the products mentioned in this article are in the appropriate sections. These are affiliate links.

You're up! Share the one desk gadget you can't live without and why.

Aure's Notes

Aure's Notes

2 years ago

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

A fascinating business conversation.

Photo by abhishek gaurav on Unsplash

This week at Web Summit, I had mentor hour.

Mentor hour connects startups with experienced entrepreneurs.

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

I had 45 minutes to question him.

I've compiled this.

Context

Founder's name is Zack.

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

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

Unsure how to proceed, he bet on two horses.

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

He just needed to validate it.

Validating

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

He contacted university founders.

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

He earned $100k in a university entrepreneurship competition.

His plan was evident by then.

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

Hiring

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

He interviewed dozens and picked the finest.

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

YC accepted him by then.

He had enough positive signals to raise.

Raising

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

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

Seed raise: $11 million.

Selling

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

He first contacted startups by scraping CrunchBase data.

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

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

He closed 100 and hired a CRO through a headhunter.

Scaling

Three persons started the business.

  1. He primarily works in sales.

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

  3. Another person performing operational duties.

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

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

After validating several marketing channels, he chose PR.

$100 Million and under

He developed a sales team and now employs 30 individuals.

He raised a $100 million Series A.

Additionally, he stated

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

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

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

Conclusion

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

Zack was amazing.

Three things about him stand out:

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

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

  3. His Rolex.

He didn't do all this in 18 months.

Not really.

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

These accounts disregard entrepreneurs' original knowledge.

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

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

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

Sharper axes cut trees faster.