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
Read original post.
More on Web3 & Crypto

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?

Faisal Khan
2 years ago
4 typical methods of crypto market manipulation
Market fraud
Due to its decentralized and fragmented character, the crypto market has integrity difficulties.
Cryptocurrencies are an immature sector, therefore market manipulation becomes a bigger issue. Many research have attempted to uncover these abuses. CryptoCompare's newest one highlights some of the industry's most typical scams.
Why are these concerns so common in the crypto market? First, even the largest centralized exchanges remain unregulated due to industry immaturity. A low-liquidity market segment makes an attack more harmful. Finally, market surveillance solutions not implemented reduce transparency.
In CryptoCompare's latest exchange benchmark, 62.4% of assessed exchanges had a market surveillance system, although only 18.1% utilised an external solution. To address market integrity, this measure must improve dramatically. Before discussing the report's malpractices, note that this is not a full list of attacks and hacks.
Clean Trading
An investor buys and sells concurrently to increase the asset's price. Centralized and decentralized exchanges show this misconduct. 23 exchanges have a volume-volatility correlation < 0.1 during the previous 100 days, according to CryptoCompares. In August 2022, Exchange A reported $2.5 trillion in artificial and/or erroneous volume, up from $33.8 billion the month before.
Spoofing
Criminals create and cancel fake orders before they can be filled. Since manipulators can hide in larger trading volumes, larger exchanges have more spoofing. A trader placed a 20.8 BTC ask order at $19,036 when BTC was trading at $19,043. BTC declined 0.13% to $19,018 in a minute. At 18:48, the trader canceled the ask order without filling it.
Front-Running
Most cryptocurrency front-running involves inside trading. Traditional stock markets forbid this. Since most digital asset information is public, this is harder. Retailers could utilize bots to front-run.
CryptoCompare found digital wallets of people who traded like insiders on exchange listings. The figure below shows excess cumulative anomalous returns (CAR) before a coin listing on an exchange.
Finally, LAYERING is a sequence of spoofs in which successive orders are put along a ladder of greater (layering offers) or lower (layering bids) values. The paper concludes with recommendations to mitigate market manipulation. Exchange data transparency, market surveillance, and regulatory oversight could reduce manipulative tactics.

William Brucee
3 years ago
This person is probably Satoshi Nakamoto.
Who founded bitcoin is the biggest mystery in technology today, not how it works.
On October 31, 2008, Satoshi Nakamoto posted a whitepaper to a cryptography email list. Still confused by the mastermind who changed monetary history.
Journalists and bloggers have tried in vain to uncover bitcoin's creator. Some candidates self-nominated. We're still looking for the mystery's perpetrator because none of them have provided proof.
One person. I'm confident he invented bitcoin. Let's assess Satoshi Nakamoto before I reveal my pick. Or what he wants us to know.
Satoshi's P2P Foundation biography says he was born in 1975. He doesn't sound or look Japanese. First, he wrote the whitepaper and subsequent articles in flawless English. His sleeping habits are unusual for a Japanese person.
Stefan Thomas, a Bitcoin Forum member, displayed Satoshi's posting timestamps. Satoshi Nakamoto didn't publish between 2 and 8 p.m., Japanese time. Satoshi's identity may not be real.
Why would he disguise himself?
There is a legitimate explanation for this
Phil Zimmermann created PGP to give dissidents an open channel of communication, like Pretty Good Privacy. US government seized this technology after realizing its potential. Police investigate PGP and Zimmermann.
This technology let only two people speak privately. Bitcoin technology makes it possible to send money for free without a bank or other intermediary, removing it from government control.
How much do we know about the person who invented bitcoin?
Here's what we know about Satoshi Nakamoto now that I've covered my doubts about his personality.
Satoshi Nakamoto first appeared with a whitepaper on metzdowd.com. On Halloween 2008, he presented a nine-page paper on a new peer-to-peer electronic monetary system.
Using the nickname satoshi, he created the bitcointalk forum. He kept developing bitcoin and created bitcoin.org. Satoshi mined the genesis block on January 3, 2009.
Satoshi Nakamoto worked with programmers in 2010 to change bitcoin's protocol. He engaged with the bitcoin community. Then he gave Gavin Andresen the keys and codes and transferred community domains. By 2010, he'd abandoned the project.
The bitcoin creator posted his goodbye on April 23, 2011. Mike Hearn asked Satoshi if he planned to rejoin the group.
“I’ve moved on to other things. It’s in good hands with Gavin and everyone.”
Nakamoto Satoshi
The man who broke the banking system vanished. Why?
Satoshi's wallets held 1,000,000 BTC. In December 2017, when the price peaked, he had over US$19 billion. Nakamoto had the 44th-highest net worth then. He's never cashed a bitcoin.
This data suggests something happened to bitcoin's creator. I think Hal Finney is Satoshi Nakamoto .
Hal Finney had ALS and died in 2014. I suppose he created the future of money, then he died, leaving us with only rumors about his identity.
Hal Finney, who was he?
Hal Finney graduated from Caltech in 1979. Student peers voted him the smartest. He took a doctoral-level gravitational field theory course as a freshman. Finney's intelligence meets the first requirement for becoming Satoshi Nakamoto.
Students remember Finney holding an Ayn Rand book. If he'd read this, he may have developed libertarian views.
His beliefs led him to a small group of freethinking programmers. In the 1990s, he joined Cypherpunks. This action promoted the use of strong cryptography and privacy-enhancing technologies for social and political change. Finney helped them achieve a crypto-anarchist perspective as self-proclaimed privacy defenders.
Zimmermann knew Finney well.
Hal replied to a Cypherpunk message about Phil Zimmermann and PGP. He contacted Phil and became PGP Corporation's first member, retiring in 2011. Satoshi Nakamoto quit bitcoin in 2011.
Finney improved the new PGP protocol, but he had to do so secretly. He knew about Phil's PGP issues. I understand why he wanted to hide his identity while creating bitcoin.
Why did he pretend to be from Japan?
His envisioned persona was spot-on. He resided near scientist Dorian Prentice Satoshi Nakamoto. Finney could've assumed Nakamoto's identity to hide his. Temple City has 36,000 people, so what are the chances they both lived there? A cryptographic genius with the same name as Bitcoin's creator: coincidence?
Things went differently, I think.
I think Hal Finney sent himself Satoshis messages. I know it's odd. If you want to conceal your involvement, do as follows. He faked messages and transferred the first bitcoins to himself to test the transaction mechanism, so he never returned their money.
Hal Finney created the first reusable proof-of-work system. The bitcoin protocol. In the 1990s, Finney was intrigued by digital money. He invented CRypto cASH in 1993.
Legacy
Hal Finney's contributions should not be forgotten. Even if I'm wrong and he's not Satoshi Nakamoto, we shouldn't forget his bitcoin contribution. He helped us achieve a better future.
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Thomas Huault
3 years ago
A Mean Reversion Trading Indicator Inspired by Classical Mechanics Is The Kinetic Detrender
DATA MINING WITH SUPERALGORES
Old pots produce the best soup.
Science has always inspired indicator design. From physics to signal processing, many indicators use concepts from mechanical engineering, electronics, and probability. In Superalgos' Data Mining section, we've explored using thermodynamics and information theory to construct indicators and using statistical and probabilistic techniques like reduced normal law to take advantage of low probability events.
An asset's price is like a mechanical object revolving around its moving average. Using this approach, we could design an indicator using the oscillator's Total Energy. An oscillator's energy is finite and constant. Since we don't expect the price to follow the harmonic oscillator, this energy should deviate from the perfect situation, and the maximum of divergence may provide us valuable information on the price's moving average.
Definition of the Harmonic Oscillator in Few Words
Sinusoidal function describes a harmonic oscillator. The time-constant energy equation for a harmonic oscillator is:
With
Time saves energy.
In a mechanical harmonic oscillator, total energy equals kinetic energy plus potential energy. The formula for energy is the same for every kind of harmonic oscillator; only the terms of total energy must be adapted to fit the relevant units. Each oscillator has a velocity component (kinetic energy) and a position to equilibrium component (potential energy).
The Price Oscillator and the Energy Formula
Considering the harmonic oscillator definition, we must specify kinetic and potential components for our price oscillator. We define oscillator velocity as the rate of change and equilibrium position as the price's distance from its moving average.
Price kinetic energy:
It's like:
With
and
L is the number of periods for the rate of change calculation and P for the close price EMA calculation.
Total price oscillator energy =
Given that an asset's price can theoretically vary at a limitless speed and be endlessly far from its moving average, we don't expect this formula's outcome to be constrained. We'll normalize it using Z-Score for convenience of usage and readability, which also allows probabilistic interpretation.
Over 20 periods, we'll calculate E's moving average and standard deviation.
We calculated Z on BTC/USDT with L = 10 and P = 21 using Knime Analytics.
The graph is detrended. We added two horizontal lines at +/- 1.6 to construct a 94.5% probability zone based on reduced normal law tables. Price cycles to its moving average oscillate clearly. Red and green arrows illustrate where the oscillator crosses the top and lower limits, corresponding to the maximum/minimum price oscillation. Since the results seem noisy, we may apply a non-lagging low-pass or multipole filter like Butterworth or Laguerre filters and employ dynamic bands at a multiple of Z's standard deviation instead of fixed levels.
Kinetic Detrender Implementation in Superalgos
The Superalgos Kinetic detrender features fixed upper and lower levels and dynamic volatility bands.
The code is pretty basic and does not require a huge amount of code lines.
It starts with the standard definitions of the candle pointer and the constant declaration :
let candle = record.current
let len = 10
let P = 21
let T = 20
let up = 1.6
let low = 1.6Upper and lower dynamic volatility band constants are up and low.
We proceed to the initialization of the previous value for EMA :
if (variable.prevEMA === undefined) {
variable.prevEMA = candle.close
}And the calculation of EMA with a function (it is worth noticing the function is declared at the end of the code snippet in Superalgos) :
variable.ema = calculateEMA(P, candle.close, variable.prevEMA)
//EMA calculation
function calculateEMA(periods, price, previousEMA) {
let k = 2 / (periods + 1)
return price * k + previousEMA * (1 - k)
}The rate of change is calculated by first storing the right amount of close price values and proceeding to the calculation by dividing the current close price by the first member of the close price array:
variable.allClose.push(candle.close)
if (variable.allClose.length > len) {
variable.allClose.splice(0, 1)
}
if (variable.allClose.length === len) {
variable.roc = candle.close / variable.allClose[0]
} else {
variable.roc = 1
}Finally, we get energy with a single line:
variable.E = 1 / 2 * len * variable.roc + 1 / 2 * P * candle.close / variable.emaThe Z calculation reuses code from Z-Normalization-based indicators:
variable.allE.push(variable.E)
if (variable.allE.length > T) {
variable.allE.splice(0, 1)
}
variable.sum = 0
variable.SQ = 0
if (variable.allE.length === T) {
for (var i = 0; i < T; i++) {
variable.sum += variable.allE[i]
}
variable.MA = variable.sum / T
for (var i = 0; i < T; i++) {
variable.SQ += Math.pow(variable.allE[i] - variable.MA, 2)
}
variable.sigma = Math.sqrt(variable.SQ / T)
variable.Z = (variable.E - variable.MA) / variable.sigma
} else {
variable.Z = 0
}
variable.allZ.push(variable.Z)
if (variable.allZ.length > T) {
variable.allZ.splice(0, 1)
}
variable.sum = 0
variable.SQ = 0
if (variable.allZ.length === T) {
for (var i = 0; i < T; i++) {
variable.sum += variable.allZ[i]
}
variable.MAZ = variable.sum / T
for (var i = 0; i < T; i++) {
variable.SQ += Math.pow(variable.allZ[i] - variable.MAZ, 2)
}
variable.sigZ = Math.sqrt(variable.SQ / T)
} else {
variable.MAZ = variable.Z
variable.sigZ = variable.MAZ * 0.02
}
variable.upper = variable.MAZ + up * variable.sigZ
variable.lower = variable.MAZ - low * variable.sigZWe also update the EMA value.
variable.prevEMA = variable.EMAConclusion
We showed how to build a detrended oscillator using simple harmonic oscillator theory. Kinetic detrender's main line oscillates between 2 fixed levels framing 95% of the values and 2 dynamic levels, leading to auto-adaptive mean reversion zones.
Superalgos' Normalized Momentum data mine has the Kinetic detrender indication.
All the material here can be reused and integrated freely by linking to this article and Superalgos.
This post is informative and not financial advice. Seek expert counsel before trading. Risk using this material.

David G Chen
3 years ago
If you want to earn money, stop writing for entertainment.
When you stop blogging for a few weeks, your views and profits plummet.
Because you're writing fascinating posts for others. Everyone's done ithat…
If I keep writing, the graph should maintain velocity, you could say. If I wrote more, it could rise.
However, entertaining pieces still tend to roller coaster and jump.
this type of writing is like a candle. They burn out and must be replaced. You must continuously light new ones to maintain the illumination.
When you quit writing, your income stops.
A substitute
Instead of producing amusing articles, try solving people's issues. You should answer their search questions.
Here's what happens when you answer their searches.
My website's Google analytics. As a dentist, I answer oral health questions.
This chart vs. Medium is pretty glaring, right?
As of yesterday, it was averaging 15k page views each day.
How much would you make on Medium with 15k daily views?
Evergreen materials
In SEO, this is called evergreen content.
Your content is like a lush, evergreen forest, and by green I mean Benjamins.
Do you have knowledge that you can leverage? Why not help your neighbors and the world?
Answer search inquiries and help others. You'll be well rewarded.
This is better than crafting candle-like content that fizzles out quickly.
Is beauty really ephemeral like how flowers bloom? Nah, I prefer watching forests grow instead (:

The Mystique
2 years ago
Four Shocking Dark Web Incidents that Should Make You Avoid It
Dark Web activity? Is it as horrible as they say?
We peruse our phones for hours. Internet has improved our worldview.
However, the world's harshest realities remain buried on the internet and unattainable by everyone.
Browsers cannot access the Dark Web. Browse it with high-security authentication and exclusive access. There are compelling reasons to avoid the dark web at all costs.
1. The Dark Web and I
Darius wrote My Dark Web Story on reddit two years ago. The user claimed to have shared his dark web experience. DaRealEddyYT wanted to surf the dark web after hearing several stories.
He curiously downloaded Tor Browser, which provides anonymity and security.
In the Dark Room, bound
As Darius logged in, a text popped up: “Want a surprise? Click on this link.”
The link opened to a room with a chair. Only one light source illuminated the room. The chair held a female tied.
As the screen read "Let the game begin," a man entered the room and was paid in bitcoins to torment the girl.
The man dragged and tortured the woman.
A danger to safety
Leaving so soon, Darius, disgusted Darius tried to leave the stream. The anonymous user then sent Darius his personal information, including his address, which frightened him because he didn't know Tor was insecure.
After deleting the app, his phone camera was compromised.
He also stated that he left his residence and returned to find it unlocked and a letter saying, Thought we wouldn't find you? Reddit never updated the story.
The story may have been a fake, but a much scarier true story about the dark side of the internet exists.
2. The Silk Road Market
The dark web is restricted for a reason. The dark web has everything illicit imaginable. It's awful central.
The dark web has everything, from organ sales to drug trafficking to money laundering to human trafficking. Illegal drugs, pirated software, credit card, bank, and personal information can be found in seconds.
The dark web has reserved websites like Google. The Silk Road Website, which operated from 2011 to 2013, was a leading digital black market.
The FBI grew obsessed with site founder and processor Ross William Ulbricht.
The site became a criminal organization as money laundering and black enterprises increased. Bitcoin was utilized for credit card payment.
The FBI was close to arresting the site's administrator. Ross was detained after the agency closed Silk Road in 2013.
Two years later, in 2015, he was convicted and sentenced to two consecutive life terms and forty years. He appealed in 2016 but was denied, thus he is currently serving time.
The hefty sentence was for more than running a black marketing site. He was also convicted of murder-for-hire, earning about $730,000 in a short time.
3. Person-buying auctions
Bidding on individuals is another weird internet activity. After a Milan photo shoot, 20-year-old British model Chloe Ayling was kidnapped.
An ad agency in Milan made a bogus offer to shoot with the mother of a two-year-old boy. Four men gave her anesthetic and put her in a duffel bag when she arrived.
She was held captive for several days, and her images and $300,000 price were posted on the dark web. Black Death Trafficking Group kidnapped her to sell her for sex.
She was told two black death foot warriors abducted her. The captors released her when they found she was a mother because mothers were less desirable to sex slave buyers.
In July 2018, Lukasz Pawel Herba was arrested and sentenced to 16 years and nine months in prison. Being a young mother saved Chloe from creepy bidding.
However, it exceeds expectations of how many more would be in such danger daily without their knowledge.
4. Organ sales
Many are unaware of dark web organ sales. Patients who cannot acquire organs often turn to dark web brokers.
Brokers handle all transactions between donors and customers.
Bitcoins are used for dark web transactions, and the Tor server permits personal data on the web.
The WHO reports approximately 10,000 unlawful organ transplants annually. The black web sells kidneys, hearts, even eyes.
To protect our lives and privacy, we should manage our curiosity and never look up dangerous stuff.
While it's fascinating and appealing to know what's going on in the world we don't know about, it's best to prioritize our well-being because one never knows how bad it might get.
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