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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

Amelie Carver

Amelie Carver

3 years ago

Web3 Needs More Writers to Educate Us About It

WRITE FOR THE WEB3

Why web3’s messaging is lost and how crypto winter is growing growth seeds

Photo by Hitesh Choudhary on Unsplash

People interested in crypto, blockchain, and web3 typically read Bitcoin and Ethereum's white papers. It's a good idea. Documents produced for developers and academia aren't always the ideal resource for beginners.

Given the surge of extremely technical material and the number of fly-by-nights, rug pulls, and other scams, it's little wonder mainstream audiences regard the blockchain sector as an expensive sideshow act.

What's the solution?

Web3 needs more than just builders.

After joining TikTok, I followed Amy Suto of SutoScience. Amy switched from TV scriptwriting to IT copywriting years ago. She concentrates on web3 now. Decentralized autonomous organizations (DAOs) are seeking skilled copywriters for web3.

Amy has found that web3's basics are easy to grasp; you don't need technical knowledge. There's a paradigm shift in knowing the basics; be persistent and patient.

Apple is positioning itself as a data privacy advocate, leveraging web3's zero-trust ethos on data ownership.

Finn Lobsien, who writes about web3 copywriting for the Mirror and Twitter, agrees: acronyms and abstractions won't do.

Image screenshot from FLobsien’s Twitter feed

Web3 preached to the choir. Curious newcomers have only found whitepapers and scams when trying to learn why the community loves it. No wonder people resist education and buy-in.

Due to the gender gap in crypto (Crypto Bro is not just a stereotype), it attracts people singing to the choir or trying to cash in on the next big thing.

Last year, the industry was booming, so writing wasn't necessary. Now that the bear market has returned (for everyone, but especially web3), holding readers' attention is a valuable skill.

White papers and the Web3

Why does web3 rely so much on non-growth content?

Businesses must polish and improve their messaging moving into the 2022 recession. The 2021 tech boom provided such a sense of affluence and (unsustainable) growth that no one needed great marketing material. The market found them.

This was especially true for web3 and the first-time crypto believers. Obviously. If they knew which was good.

White papers help. White papers are highly technical texts that walk a reader through a product's details. How Does a White Paper Help Your Business and That White Paper Guy discuss them.

They're meant for knowledgeable readers. Investors and the technical (academic/developer) community read web3 white papers. White papers are used when a product is extremely technical or difficult to assist an informed reader to a conclusion. Web3 uses them most often for ICOs (initial coin offerings).

Photo by Annie Spratt on Unsplash

White papers for web3 education help newcomers learn about the web3 industry's components. It's like sending a first-grader to the Annotated Oxford English Dictionary to learn to read. It's a reference, not a learning tool, for words.

Newcomers can use platforms that teach the basics. These included Coinbase's Crypto Basics tutorials or Cryptochicks Academy, founded by the mother of Ethereum's inventor to get more women utilizing and working in crypto.

Discord and Web3 communities

Discord communities are web3's opposite. Discord communities involve personal communications and group involvement.

Online audience growth begins with community building. User personas prefer 1000 dedicated admirers over 1 million lukewarm followers, and the language is much more easygoing. Discord groups are renowned for phishing scams, compromised wallets, and incorrect information, especially since the crypto crisis.

White papers and Discord increase industry insularity. White papers are complicated, and Discord has a high risk threshold.

Web3 and writing ads

Copywriting is emotional, but white papers are logical. It uses the brain's quick-decision centers. It's meant to make the reader invest immediately.

Not bad. People think sales are sleazy, but they can spot the poor things.

Ethical copywriting helps you reach the correct audience. People who gain a following on Medium are likely to have copywriting training and a readership (or three) in mind when they publish. Tim Denning and Sinem Günel know how to identify a target audience and make them want to learn more.

In a fast-moving market, copywriting is less about long-form content like sales pages or blogs, but many organizations do. Instead, the copy is concise, individualized, and high-value. Tweets, email marketing, and IM apps (Discord, Telegram, Slack to a lesser extent) keep engagement high.

What does web3's messaging lack? As DAOs add stricter copyrighting, narrative and connecting tales seem to be missing.

Web3 is passionate about constructing the next internet. Now, they can connect their passion to a specific audience so newcomers understand why.

Shan Vernekar

Shan Vernekar

3 years ago

How the Ethereum blockchain's transactions are carried out

Overview

Ethereum blockchain is a network of nodes that validate transactions. Any network node can be queried for blockchain data for free. To write data as a transition requires processing and writing to each network node's storage. Fee is paid in ether and is also called as gas.

We'll examine how user-initiated transactions flow across the network and into the blockchain.

Flow of transactions

  • A user wishes to move some ether from one external account to another. He utilizes a cryptocurrency wallet for this (like Metamask), which is a browser extension.

  • The user enters the desired transfer amount and the external account's address. He has the option to choose the transaction cost he is ready to pay.

  • Wallet makes use of this data, signs it with the user's private key, and writes it to an Ethereum node. Services such as Infura offer APIs that enable writing data to nodes. One of these services is used by Metamask. An example transaction is shown below. Notice the “to” address and value fields.

var rawTxn = {
    nonce: web3.toHex(txnCount),
    gasPrice: web3.toHex(100000000000),
    gasLimit: web3.toHex(140000),
    to: '0x633296baebc20f33ac2e1c1b105d7cd1f6a0718b',
    value: web3.toHex(0),
    data: '0xcc9ab24952616d6100000000000000000000000000000000000000000000000000000000'
};
  • The transaction is written to the target Ethereum node's local TRANSACTION POOL. It informed surrounding nodes of the new transaction, and those nodes reciprocated. Eventually, this transaction is received by and written to each node's local TRANSACTION pool.

  • The miner who finds the following block first adds pending transactions (with a higher gas cost) from the nearby TRANSACTION POOL to the block.

  • The transactions written to the new block are verified by other network nodes.

  • A block is added to the main blockchain after there is consensus and it is determined to be genuine. The local blockchain is updated with the new node by additional nodes as well.

  • Block mining begins again next.

The image above shows how transactions go via the network and what's needed to submit them to the main block chain.

References

ethereum.org/transactions How Ethereum transactions function, their data structure, and how to send them via app. ethereum.org

OnChain Wizard

OnChain Wizard

3 years ago

How to make a >800 million dollars in crypto attacking the once 3rd largest stablecoin, Soros style

Everyone is talking about the $UST attack right now, including Janet Yellen. But no one is talking about how much money the attacker made (or how brilliant it was). Lets dig in.

Our story starts in late March, when the Luna Foundation Guard (or LFG) starts buying BTC to help back $UST. LFG started accumulating BTC on 3/22, and by March 26th had a $1bn+ BTC position. This is leg #1 that made this trade (or attack) brilliant.

The second leg comes in the form of the 4pool Frax announcement for $UST on April 1st. This added the second leg needed to help execute the strategy in a capital efficient way (liquidity will be lower and then the attack is on).

We don't know when the attacker borrowed 100k BTC to start the position, other than that it was sold into Kwon's buying (still speculation). LFG bought 15k BTC between March 27th and April 11th, so lets just take the average price between these dates ($42k).


So you have a ~$4.2bn short position built. Over the same time, the attacker builds a $1bn OTC position in $UST. The stage is now set to create a run on the bank and get paid on your BTC short. In anticipation of the 4pool, LFG initially removes $150mm from 3pool liquidity.

The liquidity was pulled on 5/8 and then the attacker uses $350mm of UST to drain curve liquidity (and LFG pulls another $100mm of liquidity).

But this only starts the de-pegging (down to 0.972 at the lows). LFG begins selling $BTC to defend the peg, causing downward pressure on BTC while the run on $UST was just getting started.

With the Curve liquidity drained, the attacker used the remainder of their $1b OTC $UST position ($650mm or so) to start offloading on Binance. As withdrawals from Anchor turned from concern into panic, this caused a real de-peg as people fled for the exits

So LFG is selling $BTC to restore the peg while the attacker is selling $UST on Binance. Eventually the chain gets congested and the CEXs suspend withdrawals of $UST, fueling the bank run panic. $UST de-pegs to 60c at the bottom, while $BTC bleeds out.


The crypto community panics as they wonder how much $BTC will be sold to keep the peg. There are liquidations across the board and LUNA pukes because of its redemption mechanism (the attacker very well could have shorted LUNA as well). BTC fell 25% from $42k on 4/11 to $31.3k

So how much did our attacker make? There aren't details on where they covered obviously, but if they are able to cover (or buy back) the entire position at ~$32k, that means they made $952mm on the short.

On the $350mm of $UST curve dumps I don't think they took much of a loss, lets assume 3% or just $11m. And lets assume that all the Binance dumps were done at 80c, thats another $125mm cost of doing business. For a grand total profit of $815mm (bf borrow cost).

BTC was the perfect playground for the trade, as the liquidity was there to pull it off. While having LFG involved in BTC, and foreseeing they would sell to keep the peg (and prevent LUNA from dying) was the kicker.

Lastly, the liquidity being low on 3pool in advance of 4pool allowed the attacker to drain it with only $350mm, causing the broader panic in both BTC and $UST. Any shorts on LUNA would've added a lot of P&L here as well, with it falling -65% since 5/7.

And for the reply guys, yes I know a lot of this involves some speculation & assumptions. But a lot of money was made here either way, and I thought it would be cool to dive into how they did it.

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Shalitha Suranga

Shalitha Suranga

3 years ago

The Top 5 Mathematical Concepts Every Programmer Needs to Know

Using math to write efficient code in any language

Photo by Emile Perron on Unsplash, edited with Canva

Programmers design, build, test, and maintain software. Employ cases and personal preferences determine the programming languages we use throughout development. Mobile app developers use JavaScript or Dart. Some programmers design performance-first software in C/C++.

A generic source code includes language-specific grammar, pre-implemented function calls, mathematical operators, and control statements. Some mathematical principles assist us enhance our programming and problem-solving skills.

We all use basic mathematical concepts like formulas and relational operators (aka comparison operators) in programming in our daily lives. Beyond these mathematical syntaxes, we'll see discrete math topics. This narrative explains key math topics programmers must know. Master these ideas to produce clean and efficient software code.

Expressions in mathematics and built-in mathematical functions

A source code can only contain a mathematical algorithm or prebuilt API functions. We develop source code between these two ends. If you create code to fetch JSON data from a RESTful service, you'll invoke an HTTP client and won't conduct any math. If you write a function to compute the circle's area, you conduct the math there.

When your source code gets more mathematical, you'll need to use mathematical functions. Every programming language has a math module and syntactical operators. Good programmers always consider code readability, so we should learn to write readable mathematical expressions.

Linux utilizes clear math expressions.

A mathematical expression/formula in the Linux codebase, a screenshot by the author

Inbuilt max and min functions can minimize verbose if statements.

Reducing a verbose nested-if with the min function in Neutralinojs, a screenshot by the author

How can we compute the number of pages needed to display known data? In such instances, the ceil function is often utilized.

import math as m
results = 102
items_per_page = 10 
pages = m.ceil(results / items_per_page)
print(pages)

Learn to write clear, concise math expressions.

Combinatorics in Algorithm Design

Combinatorics theory counts, selects, and arranges numbers or objects. First, consider these programming-related questions. Four-digit PIN security? what options exist? What if the PIN has a prefix? How to locate all decimal number pairs?

Combinatorics questions. Software engineering jobs often require counting items. Combinatorics counts elements without counting them one by one or through other verbose approaches, therefore it enables us to offer minimum and efficient solutions to real-world situations. Combinatorics helps us make reliable decision tests without missing edge cases. Write a program to see if three inputs form a triangle. This is a question I commonly ask in software engineering interviews.

Graph theory is a subfield of combinatorics. Graph theory is used in computerized road maps and social media apps.

Logarithms and Geometry Understanding

Geometry studies shapes, angles, and sizes. Cartesian geometry involves representing geometric objects in multidimensional planes. Geometry is useful for programming. Cartesian geometry is useful for vector graphics, game development, and low-level computer graphics. We can simply work with 2D and 3D arrays as plane axes.

GetWindowRect is a Windows GUI SDK geometric object.

GetWindowRect outputs an LPRECT geometric object, a screenshot by the author

High-level GUI SDKs and libraries use geometric notions like coordinates, dimensions, and forms, therefore knowing geometry speeds up work with computer graphics APIs.

How does exponentiation's inverse function work? Logarithm is exponentiation's inverse function. Logarithm helps programmers find efficient algorithms and solve calculations. Writing efficient code involves finding algorithms with logarithmic temporal complexity. Programmers prefer binary search (O(log n)) over linear search (O(n)). Git source specifies O(log n):

The Git codebase defines a function with logarithmic time complexity, a screenshot by the author

Logarithms aid with programming math. Metas Watchman uses a logarithmic utility function to find the next power of two.

A utility function that uses ceil, a screenshot by the author

Employing Mathematical Data Structures

Programmers must know data structures to develop clean, efficient code. Stack, queue, and hashmap are computer science basics. Sets and graphs are discrete arithmetic data structures. Most computer languages include a set structure to hold distinct data entries. In most computer languages, graphs can be represented using neighboring lists or objects.

Using sets as deduped lists is powerful because set implementations allow iterators. Instead of a list (or array), store WebSocket connections in a set.

Most interviewers ask graph theory questions, yet current software engineers don't practice algorithms. Graph theory challenges become obligatory in IT firm interviews.

Recognizing Applications of Recursion

A function in programming isolates input(s) and output(s) (s). Programming functions may have originated from mathematical function theories. Programming and math functions are different but similar. Both function types accept input and return value.

Recursion involves calling the same function inside another function. In its implementation, you'll call the Fibonacci sequence. Recursion solves divide-and-conquer software engineering difficulties and avoids code repetition. I recently built the following recursive Dart code to render a Flutter multi-depth expanding list UI:

Recursion is not the natural linear way to solve problems, hence thinking recursively is difficult. Everything becomes clear when a mathematical function definition includes a base case and recursive call.

Conclusion

Every codebase uses arithmetic operators, relational operators, and expressions. To build mathematical expressions, we typically employ log, ceil, floor, min, max, etc. Combinatorics, geometry, data structures, and recursion help implement algorithms. Unless you operate in a pure mathematical domain, you may not use calculus, limits, and other complex math in daily programming (i.e., a game engine). These principles are fundamental for daily programming activities.

Master the above math fundamentals to build clean, efficient code.

Hasan AboulHasan

Hasan AboulHasan

3 years ago

High attachment products can help you earn money automatically.

Affiliate marketing is a popular online moneymaker. You promote others' products and get commissions. Affiliate marketing requires constant product promotion.

Affiliate marketing can be profitable even without much promotion. Yes, this is Autopilot Money.

Screenshot of my profits following this strategy (Just From One Product)

How to Pick an Affiliate Program to Generate Income Autonomously

Autopilot moneymaking requires a recurring affiliate marketing program.

Finding the best product and testing it takes a lot of time and effort.

Here are three ways to choose the best service or product to promote:

Find a good attachment-rate product or service.

When choosing a product, ask if you can easily switch to another service. Attachment rate is how much people like a product.

Higher attachment rates mean better Autopilot products.

Consider promoting GetResponse. It's a 33% recurring commission email marketing tool. This means you get 33% of the customer's plan as long as he pays.

GetResponse has a high attachment rate because it's hard to leave and start over with another tool.

2. Pick a good or service with a lot of affiliate assets.

Check if a program has affiliate assets or creatives before joining.

Images and banners to promote the product in your business.

They save time; I look for promotional creatives. Creatives or affiliate assets are website banners or images. This reduces design time.

3. Select a service or item that consumers already adore.

New products are hard to sell. Choosing a trusted company's popular product or service is helpful.

As a beginner, let people buy a product they already love.

Online entrepreneurs and digital marketers love Systeme.io. It offers tools for creating pages, email marketing, funnels, and more. This product guarantees a high ROI.

Make the product known!

Affiliate marketers struggle to get traffic. Using affiliate marketing to make money is easier than you think if you have a solid marketing strategy.

Your plan should include:

1- Publish affiliate-related blog posts and SEO-optimize them

2- Sending new visitors product-related emails

3- Create a product resource page.

4-Review products

5-Make YouTube videos with links in the description.

6- Answering FAQs about your products and services on your blog and Quora.

7- Create an eCourse on how to use this product.

8- Adding Affiliate Banners to Your Website.

With these tips, you can promote your products and make money on autopilot.

Athirah Syamimi

Athirah Syamimi

3 years ago

Here's How I Built A Business Offering Unlimited Design Services in Just One Weekend.

Weekend project: limitless design service. It was fun to see whether I could start a business quickly.

I use no-code apps to save time and resources.

TL;DR I started a business utilizing EditorX for my website, Notion for client project management, and a few favors to finish my portfolio.

First step: research (Day 1)

I got this concept from a Kimp Instagram ad. The Minimalist Hustler Daily newsletter mentioned a similar and cheaper service (Graphically).

I Googled other unlimited design companies. Many provide different costs and services. Some supplied solely graphic design, web development, or copywriting.

Step 2: Brainstorming (Day 1)

I did something simple.

  • What benefits and services to provide

  • Price to charge

Since it's a one-person performance (for now), I'm focusing on graphic design. I can charge less.

So I don't overwhelm myself and can accommodate budget-conscious clientele.

Step 3: Construction (Day 1 & 2)

This project includes a management tool, a website, and a team procedure.

I built a project management tool and flow first. Once I had the flow and a Notion board, I tested it with design volunteers. They fake-designed while I built the website.

Tool for Project Management

I modified a Notion template. My goal is to keep clients and designers happy.

Screenshot of project management board in Notion

Team Approach

My sister, my partner, and I kept this business lean. I tweaked the Notion board to make the process smooth. By the end of Sunday, I’d say it’s perfect!

Website

I created the website after they finished the fake design demands. EditorX's drag-and-drop builder attracted me. I didn't need to learn code, and there are templates.

I used a template wireframe.

This project's hardest aspect is developing the site. It's my first time using EditorX and I'm no developer.

People answer all your inquiries in a large community forum.

As a first-time user developing a site in two days, I think I performed OK. Here's the site for feedback.

Screenshot of deuxcreators.com homepage

4th step: testing (Day 2)

Testing is frustrating because it works or doesn't. My testing day was split in two.

  • testing the workflow from payment to onboarding to the website

  • the demand being tested

It's working so far. If someone gets the trial, they can request design work.

I've gotten a couple of inquiries about demand. I’ll be working with them as a start.

Completion

Finally! I built my side project in one weekend. It's too early to tell if this is successful. I liked that I didn't squander months of resources testing out an idea.