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

Ann
3 years ago
These new DeFi protocols are just amazing.
I've never seen this before.
Focus on native crypto development, not price activity or turmoil.
CT is boring now. Either folks are still angry about FTX or they're distracted by AI. Plus, it's year-end, and people rest for the holidays. 2022 was rough.
So DeFi fans can get inspired by something fresh. Who's building? As I read the Defillama daily roundup, many updates are still on FTX and its contagion.
I've used the same method on their Raises page. Not much happened :(. Maybe my high standards are to fault, but the business may be resting. OK.
The handful I locate might last us till the end of the year. (If another big blowup occurs.)
Hashflow
An on-chain monitor account I follow reported a huge transfer of $HFT from Binance to Jump Tradings.
I was intrigued. Stacking? So I checked and discovered out the project was launched through Binance Launchpad, which has introduced many 100x tokens (although momentarily) in the past, such as GALA and STEPN.
Hashflow appears to be pumpable. Binance launchpad, VC backers, CEX listing immediately. What's the protocol?
Hasflow is intriguing and timely, I discovered. After the FTX collapse, people looked more at DEXs.
Hashflow is a decentralized exchange that connects traders with professional market makers, according to its Binance launchpad description. Post-FTX, market makers lost their MM-ing chance with the collapse of the world's third-largest exchange. Jump and Wintermute back them?
Why is that the case? Hashflow doesn't use bonding curves like standard AMM. On AMMs, you pay more for the following trade because the prior trade reduces liquidity (supply and demand). With market maker quotations, you get a CEX-like experience (fewer coins in the pool, higher price). Stable prices, no MEV frontrunning.
Hashflow is innovative because...
DEXs gained from the FTX crash, but let's be honest: DEXs aren't as good as CEXs. Hashflow will change this.
Hashflow offers MEV protection, which major dealers seek in DEXs. You can trade large amounts without front running and sandwich assaults.
Hasflow offers a user-friendly swapping platform besides MEV. Any chain can be traded smoothly. This is a benefit because DEXs lag CEXs in UX.
Status, timeline:
Wintermute wrote in August that prominent market makers will work on Hashflow. Binance launched a month-long farming session in December. Jump probably participated in this initial sell, therefore we witnessed a significant transfer after the introduction.
Binance began trading HFT token on November 11 (the day FTX imploded). coincidence?)
Tokens are used for community rewards. Perhaps they'd copy dYdX. (Airdrop?). Read their documents about their future plans. Tokenomics doesn't impress me. Governance, rewards, and NFT.
Their stat page details their activity. First came Ethereum, then Arbitrum. For a new protocol in a bear market, they handled a lot of unique users daily.
It’s interesting to see their future. Will they be thriving? Not only against DEXs, but also among the CEXs too.
STFX
I forget how I found STFX. Possibly a Twitter thread concerning Arbitrum applications. STFX was the only new protocol I found interesting.
STFX is a new concept and trader problem-solver. I've never seen this protocol.
STFX allows you copy trades. You give someone your money to trade for you.
It's a marketplace. Traders are everywhere. You put your entry, exit, liquidation point, and trading theory. Twitter has a verification system for socials. Leaderboards display your trading skill.
This service could be popular. Staying disciplined is the hardest part of trading. Sometimes you take-profit too early or too late, or sell at a loss when an asset dumps, then it soon recovers (often happens in crypto.) It's hard to stick to entry-exit and liquidation plans.
What if you could hire someone to run your trade for a little commission? Set-and-forget.
Trading money isn't easy. Trust how? How do you know they won't steal your money?
Smart contracts.
STFX's trader is a vault maker/manager. One trade=one vault. User sets long/short, entrance, exit, and liquidation point. Anyone who agrees can exchange instantly. The smart contract will keep the fund during the trade and limit the manager's actions.
Here's STFX's transaction flow.
Managers and the treasury receive fees. It's a sustainable business strategy that benefits everyone.
I'm impressed by $STFX's planned use. Brilliant priority access. A crypto dealer opens a vault here. Many would join. STFX tokens offer VIP access over those without tokens.
STFX provides short-term trading, which is mind-blowing to me. I agree with their platform's purpose. Crypto market pricing actions foster short-termism. When you trade, the turnover could be larger than long-term holding or trading. 2017 BTC buyers waited 5 years to complete their holdings.
STFX teams simply adapted. Volatility aids trading.
All things about STFX scream Degen. The protocol fully embraces the degen nature of some, if not most, crypto natives.
An enjoyable dApp. Leaderboards are fun for reputation-building. FLEXING COMPETITIONS. You can join for as low as $10. STFX uses Arbitrum, therefore gas costs are low. Alpha procedure completes the degen feeling.
Despite looking like they don't take themselves seriously, I sense a strong business plan below. There is a real demand for the solution STFX offers.

Marco Manoppo
3 years ago
Failures of DCG and Genesis
Don't sleep with your own sister.
70% of lottery winners go broke within five years. You've heard the last one. People who got rich quickly without setbacks and hard work often lose it all. My father said, "Easy money is easily lost," and a wealthy friend who owns a family office said, "The first generation makes it, the second generation spends it, and the third generation blows it."
This is evident. Corrupt politicians in developing countries live lavishly, buying their third wives' fifth Hermès bag and celebrating New Year's at The Brando Resort. A successful businessperson from humble beginnings is more conservative with money. More so if they're atom-based, not bit-based. They value money.
Crypto can "feel" easy. I have nothing against capital market investing. The global financial system is shady, but that's another topic. The problem started when those who took advantage of easy money started affecting other businesses. VCs did minimal due diligence on FTX because they needed deal flow and returns for their LPs. Lenders did minimum diligence and underwrote ludicrous loans to 3AC because they needed revenue.
Alameda (hence FTX) and 3AC made "easy money" Genesis and DCG aren't. Their businesses are more conventional, but they underestimated how "easy money" can hurt them.
Genesis has been the victim of easy money hubris and insolvency, losing $1 billion+ to 3AC and $200M to FTX. We discuss the implications for the broader crypto market.
Here are the quick takeaways:
Genesis is one of the largest and most notable crypto lenders and prime brokerage firms.
DCG and Genesis have done related party transactions, which can be done right but is a bad practice.
Genesis owes DCG $1.5 billion+.
If DCG unwinds Grayscale's GBTC, $9-10 billion in BTC will hit the market.
DCG will survive Genesis.
What happened?
Let's recap the FTX shenanigan from two weeks ago. Shenanigans! Delphi's tweet sums up the craziness. Genesis has $175M in FTX.
Cred's timeline: I hate bad crisis management. Yes, admitting their balance sheet hole right away might've sparked more panic, and there's no easy way to convey your trouble, but no one ever learns.
By November 23, rumors circulated online that the problem could affect Genesis' parent company, DCG. To address this, Barry Silbert, Founder, and CEO of DCG released a statement to shareholders.
A few things are confirmed thanks to this statement.
DCG owes $1.5 billion+ to Genesis.
$500M is due in 6 months, and the rest is due in 2032 (yes, that’s not a typo).
Unless Barry raises new cash, his last-ditch efforts to repay the money will likely push the crypto market lower.
Half a year of GBTC fees is approximately $100M.
They can pay $500M with GBTC.
With profits, sell another port.
Genesis has hired a restructuring adviser, indicating it is in trouble.
Rehypothecation
Every crypto problem in the past year seems to be rehypothecation between related parties, excessive leverage, hubris, and the removal of the money printer. The Bankless guys provided a chart showing 2021 crypto yield.
In June 2022, @DataFinnovation published a great investigation about 3AC and DCG. Here's a summary.
3AC borrowed BTC from Genesis and pledged it to create Grayscale's GBTC shares.
3AC uses GBTC to borrow more money from Genesis.
This lets 3AC leverage their capital.
3AC's strategy made sense because GBTC had a premium, creating "free money."
GBTC's discount and LUNA's implosion caused problems.
3AC lost its loan money in LUNA.
Margin called on 3ACs' GBTC collateral.
DCG bought GBTC to avoid a systemic collapse and a larger discount.
Genesis lost too much money because 3AC can't pay back its loan. DCG "saved" Genesis, but the FTX collapse hurt Genesis further, forcing DCG and Genesis to seek external funding.
bruh…
Learning Experience
Co-borrowing. Unnecessary rehypothecation. Extra space. Governance disaster. Greed, hubris. Crypto has repeatedly shown it can recreate traditional financial system disasters quickly. Working in crypto is one of the best ways to learn crazy financial tricks people will do for a quick buck much faster than if you dabble in traditional finance.
Moving Forward
I think the crypto industry needs to consider its future. This is especially true for professionals. I'm not trying to scare you. In 2018 and 2020, I had doubts. No doubts now. Detailing the crypto industry's potential outcomes helped me gain certainty and confidence in its future. This includes VCs' benefits and talking points during the bull market, as well as what would happen if government regulations became hostile, etc. Even if that happens, I'm certain. This is permanent. I may write a post about that soon.
Sincerely,
M.

Trent Lapinski
3 years ago
What The Hell Is A Crypto Punk?
We are Crypto Punks, and we are changing your world.
A “Crypto Punk” is a new generation of entrepreneurs who value individual liberty and collective value creation and co-creation through decentralization. While many Crypto Punks were born and raised in a digital world, some of the early pioneers in the crypto space are from the Oregon Trail generation. They were born to an analog world, but grew up simultaneously alongside the birth of home computing, the Internet, and mobile computing.
A Crypto Punk’s world view is not the same as previous generations. By the time most Crypto Punks were born everything from fiat currency, the stock market, pharmaceuticals, the Internet, to advanced operating systems and microprocessing were already present or emerging. Crypto Punks were born into pre-existing conditions and systems of control, not governed by logic or reason but by greed, corporatism, subversion, bureaucracy, censorship, and inefficiency.
All Systems Are Human Made
Crypto Punks understand that all systems were created by people and that previous generations did not have access to information technologies that we have today. This is why Crypto Punks have different values than their parents, and value liberty, decentralization, equality, social justice, and freedom over wealth, money, and power. They understand that the only path forward is to work together to build new and better systems that make the old world order obsolete.
Unlike the original cypher punks and cyber punks, Crypto Punks are a new iteration or evolution of these previous cultures influenced by cryptography, blockchain technology, crypto economics, libertarianism, holographics, democratic socialism, and artificial intelligence. They are tasked with not only undoing the mistakes of previous generations, but also innovating and creating new ways of solving complex problems with advanced technology and solutions.
Where Crypto Punks truly differ is in their understanding that computer systems can exist for more than just engagement and entertainment, but actually improve the human condition by automating bureaucracy and inefficiency by creating more efficient economic incentives and systems.
Crypto Punks Value Transparency and Do Not Trust Flawed, Unequal, and Corrupt Systems
Crypto Punks have a strong distrust for inherently flawed and corrupt systems. This why Crypto Punks value transparency, free speech, privacy, and decentralization. As well as arguably computer systems over human powered systems.
Crypto Punks are the children of the Great Recession, and will never forget the economic corruption that still enslaves younger generations.
Crypto Punks were born to think different, and raised by computers to view reality through an LED looking glass. They will not surrender to the flawed systems of economic wage slavery, inequality, censorship, and subjection. They will literally engineer their own unstoppable financial systems and trade in cryptography over fiat currency merely to prove that belief systems are more powerful than corruption.
Crypto Punks are here to help achieve freedom from world governments, corporations and bankers who monetizine our data to control our lives.
Crypto Punks Decentralize
Despite all the evils of the world today, Crypto Punks know they have the power to create change. This is why Crypto Punks are optimistic about the future despite all the indicators that humanity is destined for failure.
Crypto Punks believe in systems that prioritize people and the planet above profit. Even so, Crypto Punks still believe in capitalistic systems, but only capitalistic systems that incentivize good behaviors that do not violate the common good for the sake of profit.
Cyber Punks Are Co-Creators
We are Crypto Punks, and we will build a better world for all of us. For the true price of creation is not in US dollars, but through working together as equals to replace the unequal and corrupt greedy systems of previous generations.
Where they have failed, Crypto Punks will succeed. Not because we want to, but because we have to. The world we were born into is so corrupt and its systems so flawed and unequal we were never given a choice.
We have to be the change we seek.
We are Crypto Punks.
Either help us, or get out of our way.
Are you a Crypto Punk?
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Shalitha Suranga
3 years ago
The Top 5 Mathematical Concepts Every Programmer Needs to Know
Using math to write efficient code in any language
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.
Inbuilt max and min functions can minimize verbose if statements.
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.
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):
Logarithms aid with programming math. Metas Watchman uses a logarithmic utility function to find the next power of two.
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.

Dani Herrera
3 years ago
What prevents companies from disclosing salary information?
Yes, salary details ought to be mentioned in job postings. Recruiters and candidates both agree, so why doesn't it happen?
The short answer is “Unfortunately, it’s not the Recruiter’s decision”. The longer answer is well… A LOT.
Starting in November 2022, NYC employers must include salary ranges in job postings. It should have started in May, but companies balked.
I'm thrilled about salary transparency. This decision will promote fair, inclusive, and equitable hiring practices, and I'm sure other states will follow suit. Good news!
Candidates, recruiters, and ED&I practitioners have advocated for pay transparency for years. Why the opposition?
Let's quickly review why companies have trouble sharing salary bands.
💰 Pay Parity
Many companies and leaders still oppose pay parity. Yes, even in 2022.
💰 Pay Equity
Many companies believe in pay parity and have reviewed their internal processes and systems to ensure equality.
However, Pay Equity affects who gets roles/promotions/salary raises/bonuses and when. Enter the pay gap!
💰Pay Transparency and its impact on Talent Retention
Sharing salary bands with external candidates (and the world) means current employees will have access to that information, which is one of the main reasons companies don't share salary data.
If a company has Pay Parity and Pay Equity issues, they probably have a Pay Transparency policy as well.
Sharing salary information with external candidates without ensuring current employees understand their own salary bands and how promotions/raises are decided could impact talent retention strategies.
This information should help clarify recent conversations.

Nik Nicholas
3 years ago
A simple go-to-market formula
“Poor distribution, not poor goods, is the main reason for failure” — Peter Thiel.
Here's an easy way to conceptualize "go-to-market" for your distribution plan.
One equation captures the concept:
Distribution = Ecosystem Participants + Incentives
Draw your customers' ecosystem. Set aside your goods and consider your consumer's environment. Who do they deal with daily?
First, list each participant. You want an exhaustive list, but here are some broad categories.
In-person media services
Websites
Events\Networks
Financial education and banking
Shops
Staff
Advertisers
Twitter influencers
Draw influence arrows. Who's affected? I'm not just talking about Instagram selfie-posters. Who has access to your consumer and could promote your product if motivated?
The thicker the arrow, the stronger the relationship. Include more "influencers" if needed. Customer ecosystems are complex.
3. Incentivize ecosystem players. “Show me the incentive and I will show you the result.“, says Warren Buffet's business partner Charlie Munger.
Strong distribution strategies encourage others to promote your product to your target market by incentivizing the most prominent players. Incentives can be financial or non-financial.
Financial rewards
Usually, there's money. If you pay Facebook, they'll run your ad. Salespeople close deals for commission. Giving customers bonus credits will encourage referrals.
Most businesses underuse non-financial incentives.
Non-cash incentives
Motivate key influencers without spending money to expand quickly and cheaply. What can you give a client-connector for free?
Here are some ideas:
Are there any other features or services available?
Titles or status? Tinder paid college "ambassadors" for parties to promote its dating service.
Can I get early/free access? Facebook gave a select group of developers "exclusive" early access to their AR platform.
Are you a good host? Pharell performed at YPlan's New York launch party.
Distribution? Apple's iPod earphones are white so others can see them.
Have an interesting story? PR rewards journalists by giving them a compelling story to boost page views.
Prioritize distribution.
More time spent on distribution means more room in your product design and business plan. Once you've identified the key players in your customer's ecosystem, talk to them.
Money isn't your only resource. Creative non-monetary incentives may be more effective and scalable. Give people something useful and easy to deliver.
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