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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

Yusuf Ibrahim

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.

Nitin Sharma

Nitin Sharma

2 years ago

Web3 Terminology You Should Know

The easiest online explanation.

Photo by Hammer & Tusk on Unsplash

Web3 is growing. Crypto companies are growing.

Instagram, Adidas, and Stripe adopted cryptocurrency.

Source: Polygon

Bitcoin and other cryptocurrencies made web3 famous.

Most don't know where to start. Cryptocurrency, DeFi, etc. are investments.

Since we don't understand web3, I'll help you today.

Let’s go.

1. Web3

It is the third generation of the web, and it is built on the decentralization idea which means no one can control it.

There are static webpages that we can only read on the first generation of the web (i.e. Web 1.0).

Web 2.0 websites are interactive. Twitter, Medium, and YouTube.

Each generation controlled the website owner. Simply put, the owner can block us. However, data breaches and selling user data to other companies are issues.

They can influence the audience's mind since they have control.

Assume Twitter's CEO endorses Donald Trump. Result? Twitter would have promoted Donald Trump with tweets and graphics, enhancing his chances of winning.

We need a decentralized, uncontrollable system.

And then there’s Web3.0 to consider. As Bitcoin and Ethereum values climb, so has its popularity. Web3.0 is uncontrolled web evolution. It's good and bad.

Dapps, DeFi, and DAOs are here. It'll all be explained afterwards.

2. Cryptocurrencies:

No need to elaborate.

Bitcoin, Ethereum, Cardano, and Dogecoin are cryptocurrencies. It's digital money used for payments and other uses.

Programs must interact with cryptocurrencies.

3. Blockchain:

Blockchain facilitates bitcoin transactions, investments, and earnings.

This technology governs Web3. It underpins the web3 environment.

Let us delve much deeper.

Blockchain is simple. However, the name expresses the meaning.

Blockchain is a chain of blocks.

Let's use an image if you don't understand.

The graphic above explains blockchain. Think Blockchain. The block stores related data.

Here's more.

4. Smart contracts

Programmers and developers must write programs. Smart contracts are these blockchain apps.

That’s reasonable.

Decentralized web3.0 requires immutable smart contracts or programs.

5. NFTs

Blockchain art is NFT. Non-Fungible Tokens.

Explaining Non-Fungible Token may help.

Two sorts of tokens:

  1. These tokens are fungible, meaning they can be changed. Think of Bitcoin or cash. The token won't change if you sell one Bitcoin and acquire another.

  2. Non-Fungible Token: Since these tokens cannot be exchanged, they are exclusive. For instance, music, painting, and so forth.

Right now, Companies and even individuals are currently developing worthless NFTs.

The concept of NFTs is much improved when properly handled.

6. Dapp

Decentralized apps are Dapps. Instagram, Twitter, and Medium apps in the same way that there is a lot of decentralized blockchain app.

Curve, Yearn Finance, OpenSea, Axie Infinity, etc. are dapps.

7. DAOs

DAOs are member-owned and governed.

Consider it a company with a core group of contributors.

8. DeFi

We all utilize centrally regulated financial services. We fund these banks.

If you have $10,000 in your bank account, the bank can invest it and retain the majority of the profits.

We only get a penny back. Some banks offer poor returns. To secure a loan, we must trust the bank, divulge our information, and fill out lots of paperwork.

DeFi was built for such issues.

Decentralized banks are uncontrolled. Staking, liquidity, yield farming, and more can earn you money.

Web3 beginners should start with these resources.

Rishi Dean

Rishi Dean

3 years ago

Coinbase's web3 app

Use popular Ethereum dapps with Coinbase’s new dapp wallet and browser

Tl;dr: This post highlights the ability to access web3 directly from your Coinbase app using our new dapp wallet and browser.

Decentralized autonomous organizations (DAOs) and decentralized finance (DeFi) have gained popularity in the last year (DAOs). The total value locked (TVL) of DeFi investments on the Ethereum blockchain has grown to over $110B USD, while NFTs sales have grown to over $30B USD in the last 12 months (LTM). New innovative real-world applications are emerging every day.

Today, a small group of Coinbase app users can access Ethereum-based dapps. Buying NFTs on Coinbase NFT and OpenSea, trading on Uniswap and Sushiswap, and borrowing and lending on Curve and Compound are examples.

Our new dapp wallet and dapp browser enable you to access and explore web3 directly from your Coinbase app.

Web3 in the Coinbase app

Users can now access dapps without a recovery phrase. This innovative dapp wallet experience uses Multi-Party Computation (MPC) technology to secure your on-chain wallet. This wallet's design allows you and Coinbase to share the 'key.' If you lose access to your device, the key to your dapp wallet is still safe and Coinbase can help recover it.

Set up your new dapp wallet by clicking the "Browser" tab in the Android app's navigation bar. Once set up, the Coinbase app's new dapp browser lets you search, discover, and use Ethereum-based dapps.

Looking forward

We want to enable everyone to seamlessly and safely participate in web3, and today’s launch is another step on that journey. We're rolling out the new dapp wallet and browser in the US on Android first to a small subset of users and plan to expand soon. Stay tuned!

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Matthew O'Riordan

Matthew O'Riordan

3 years ago

Trends in SaaS Funding from 2016 to 2022

Christopher Janz of Point Nine Capital created the SaaS napkin in 2016. This post shows how founders have raised cash in the last 6 years. View raw data.

Round size

Unsurprisingly, round sizes have expanded and will taper down in 2022. In 2016, pre-seed rounds were $200k to $500k; currently, they're $1-$2m. Despite the macroeconomic scenario, Series A have expanded from $3m to $12m in 2016 to $6m and $18m in 2022.

Generated from raw data for Seed to Series B from 2016–2022

Valuation

There are hints that valuations are rebounding this year. Pre-seed valuations in 2022 are $12m from $3m in 2016, and Series B prices are $270m from $100m in 2016.

Generated from raw data for Seed to Series B from 2016–2022

Compared to public SaaS multiples, Series B valuations more closely reflect the market, but Seed and Series A prices seem to be inflated regardless of the market.

Source: CapitalIQ as of 13-May-2022

I'd like to know how each annual cohort performed for investors, based on the year they invested and the valuations. I can't access this information.

ARR

Seed firms' ARR forecasts have risen from $0 to $0.6m to $0 to $1m. 2016 expected $1.2m to $3m, 2021 $0.5m to $4m, and this year $0.5m to $2.5m, suggesting that Series A firms may raise with less ARR today. Series B minutes fell from $4.2m to $3m.

Generated from raw data for Seed to Series B from 2016–2022

Capitalization Rate

2022 is the year that VCs start discussing capital efficiency in portfolio meetings. Given the economic shift in the markets and the stealthy VC meltdown, it's not surprising. Christopher Janz added capital efficiency to the SaaS Napkin as a new statistic for Series A (3.5x) and Series B. (2.5x). Your investors must live under a rock if they haven't asked about capital efficiency. If you're unsure:

The Capital Efficiency Ratio is the ratio of how much a company has spent growing revenue and how much they’re receiving in return. It is the broadest measure of company effectiveness in generating ARR

What next?

No one knows what's next, including me. All startup and growing enterprises around me are tightening their belts and extending their runways in anticipation of a difficult fundraising ride. If you're wanting to raise money but can wait, wait till the market is more stable and access to money is easier.

Victoria Kurichenko

Victoria Kurichenko

3 years ago

My Blog Is in Google's Top 10—Here's How to Compete

"Competition" is beautiful and hateful.

Some people bury their dreams because they are afraid of competition. Others challenge themselves, shaping our world.

Competition is normal.

It spurs innovation and progress.

I wish more people agreed.

As a marketer, content writer, and solopreneur, my readers often ask:

"I want to create a niche website, but I have no ideas. Everything's done"

"Is a website worthwhile?"

I can't count how many times I said, "Yes, it makes sense, and you can succeed in a competitive market."

I encourage and share examples, but it's not enough to overcome competition anxiety.

I launched an SEO writing website for content creators a year ago, knowing it wouldn't beat Ahrefs, Semrush, Backlinko, etc.

Not needed.

Many of my website's pages rank highly on Google.

Everyone can eat the pie.

In a competitive niche, I took a different approach.

Look farther

When chatting with bloggers that want a website, I discovered something fascinating.

They want to launch a website but have no ideas. As a next step, they start listing the interests they believe they should work on, like wellness, lifestyle, investments, etc. I could keep going.

Too many generalists who claim to know everything confuse many.

Generalists aren't trusted.

We want someone to fix our problems immediately.

I don't think broad-spectrum experts are undervalued. People have many demands that go beyond generalists' work. Narrow-niche experts can help.

I've done SEO for three years. I learned from experts and courses. I couldn't find a comprehensive SEO writing resource.

I read tons of articles before realizing that wasn't it. I took courses that covered SEO basics eventually.

I had a demand for learning SEO writing, but there was no solution on the market. My website fills this micro-niche.

Have you ever had trouble online?

Professional courses too general, boring, etc.?

You've bought off-topic books, right?

You're not alone.

Niche ideas!

Big players often disregard new opportunities. Too small. Individual content creators can succeed here.

In a competitive market:

  • Never choose wide subjects

  • Think about issues you can relate to and have direct experience with.

  • Be a consumer to discover both the positive and negative aspects of a good or service.

  • Merchandise your annoyances.

  • Consider ways to transform your frustrations into opportunities.

The right niche is half-success. Here is what else I did to hit the Google front page with my website.

An innovative method for choosing subjects

Why publish on social media and websites?

Want likes, shares, followers, or fame?

Some people do it for fun. No judgment.

I bet you want more.

You want to make decent money from blogging.

Writing about random topics, even if they are related to your niche, won’t help you attract an audience from organic search. I'm a marketer and writer.

I worked at companies with dead blogs because they posted for themselves, not readers. They did not follow SEO writing rules; that’s why most of their content flopped.

I learned these hard lessons and grew my website from 0 to 3,000+ visitors per month while working on it a few hours a week only. Evidence:

I choose website topics using these criteria:

- Business potential. The information should benefit my audience and generate revenue. There would be no use in having it otherwise.

My topics should help me:

Attract organic search traffic with my "fluff-free" content -> Subscribers > SEO ebook sales.

Simple and effective.

- traffic on search engines. The number of monthly searches reveals how popular my topic is all across the world. If I find that no one is interested in my suggested topic, I don't write a blog article.

- Competition. Every search term is up against rivals. Some are more popular (thus competitive) since more websites target them in organic search. A new website won't score highly for keywords that are too competitive. On the other side, keywords with moderate to light competition can help you rank higher on Google more quickly.

- Search purpose. The "why" underlying users' search requests is revealed. I analyze search intent to understand what users need when they plug various queries in the search bar and what content can perfectly meet their needs.

My specialty website produces money, ranks well, and attracts the target audience because I handpick high-traffic themes.

Following these guidelines, even a new website can stand out.

I wrote a 50-page SEO writing guide where I detailed topic selection and share my front-page Google strategy.

My guide can help you run a successful niche website.

In summary

You're not late to the niche-website party.

The Internet offers many untapped opportunities.

We need new solutions and are willing to listen.

There are unexplored niches in any topic.

Don't fight giants. They have their piece of the pie. They might overlook new opportunities while trying to keep that piece of the pie. You should act now.

The woman

The woman

3 years ago

The renowned and highest-paid Google software engineer

His story will inspire you.

Made by me with Midjourney

“Google search went down for a few hours in 2002; Jeff Dean handled all the queries by hand and checked quality doubled.”- Jeff Dean Facts.

One of many Jeff Dean jokes, but you get the idea.

Google's top six engineers met in a war room in mid-2000. Google's crawling system, which indexed the Web, stopped working. Users could still enter queries, but results were five months old.

Google just signed a deal with Yahoo to power a ten-times-larger search engine. Tension rose. It was crucial. If they failed, the Yahoo agreement would likely fall through, risking bankruptcy for the firm. Their efforts could be lost.

A rangy, tall, energetic thirty-one-year-old man named Jeff dean was among those six brilliant engineers in the makeshift room. He had just left D. E. C. a couple of months ago and started his career in a relatively new firm Google, which was about to change the world. He rolled his chair over his colleague Sanjay and sat right next to him, cajoling his code like a movie director. The history started from there.

When you think of people who shaped the World Wide Web, you probably picture founders and CEOs like Larry Page and Sergey Brin, Marc Andreesen, Tim Berners-Lee, Bill Gates, and Mark Zuckerberg. They’re undoubtedly the brightest people on earth.

Under these giants, legions of anonymous coders work at keyboards to create the systems and products we use. These computer workers are irreplaceable.

Let's get to know him better.

It's possible you've never heard of Jeff Dean. He's American. Dean created many behind-the-scenes Google products. Jeff, co-founder and head of Google's deep learning research engineering team, is a popular technology, innovation, and AI keynote speaker.

While earning an MS and Ph.D. in computer science at the University of Washington, he was a teaching assistant, instructor, and research assistant. Dean joined the Compaq Computer Corporation Western Research Laboratory research team after graduating.

Jeff co-created ProfileMe and the Continuous Profiling Infrastructure for Digital at Compaq. He co-designed and implemented Swift, one of the fastest Java implementations. He was a senior technical staff member at mySimon Inc., retrieving and caching electronic commerce content.

Dean, a top young computer scientist, joined Google in mid-1999. He was always trying to maximize a computer's potential as a child.

An expert

His high school program for processing massive epidemiological data was 26 times faster than professionals'. Epi Info, in 13 languages, is used by the CDC. He worked on compilers as a computer science Ph.D. These apps make source code computer-readable.

Dean never wanted to work on compilers forever. He left Academia for Google, which had less than 20 employees. Dean helped found Google News and AdSense, which transformed the internet economy. He then addressed Google's biggest issue, scaling.

Growing Google faced a huge computing challenge. They developed PageRank in the late 1990s to return the most relevant search results. Google's popularity slowed machine deployment.

Dean solved problems, his specialty. He and fellow great programmer Sanjay Ghemawat created the Google File System, which distributed large data over thousands of cheap machines.

These two also created MapReduce, which let programmers handle massive data quantities on parallel machines. They could also add calculations to the search algorithm. A 2004 research article explained MapReduce, which became an industry sensation.

Several revolutionary inventions

Dean's other initiatives were also game-changers. BigTable, a petabyte-capable distributed data storage system, was based on Google File. The first global database, Spanner, stores data on millions of servers in dozens of data centers worldwide.

It underpins Gmail and AdWords. Google Translate co-founder Jeff Dean is surprising. He contributes heavily to Google News. Dean is Senior Fellow of Google Research and Health and leads Google AI.

Recognitions

The National Academy of Engineering elected Dean in 2009. He received the 2009 Association for Computing Machinery fellowship and the 2016 American Academy of Arts and Science fellowship. He received the 2007 ACM-SIGOPS Mark Weiser Award and the 2012 ACM-Infosys Foundation Award. Lists could continue.

A sneaky question may arrive in your mind: How much does this big brain earn? Well, most believe he is one of the highest-paid employees at Google. According to a survey, he is paid $3 million a year.

He makes espresso and chats with a small group of Googlers most mornings. Dean steams milk, another grinds, and another brews espresso. They discuss families and technology while making coffee. He thinks this little collaboration and idea-sharing keeps Google going.

“Some of us have been working together for more than 15 years,” Dean said. “We estimate that we’ve collectively made more than 20,000 cappuccinos together.”

We all know great developers and software engineers. It may inspire many.