Integrity
Write
Loading...
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

Scott Hickmann

Scott Hickmann

3 years ago

YouTube

This is a YouTube video:

Scott Hickmann

Scott Hickmann

3 years ago

Welcome

Welcome to Integrity's Web3 community!

Crypto Zen Monk

Crypto Zen Monk

2 years ago

How to DYOR in the world of cryptocurrency

RESEARCH

We must create separate ideas and handle our own risks to be better investors. DYOR is crucial.

The only thing unsustainable is your cluelessness.

DYOR: Why

  • On social media, there is a lot of false information and divergent viewpoints. All of these facts might be accurate, but they might not be appropriate for your portfolio and investment preferences.

  • You become a more knowledgeable investor thanks to DYOR.

  • DYOR improves your portfolio's risk management.

My DYOR resources are below.

Messari: Major Blockchains' Activities

New York-based Messari provides cryptocurrency open data libraries.

Major blockchains offer 24-hour on-chain volume. https://messari.io/screener/most-active-chains-DB01F96B

Chains Activity providced by Messari

What to do

Invest in stable cryptocurrencies. Sort Messari by Real Volume (24H) or Reported Market Cap.

Coingecko: Research on Ecosystems

Top 10 Ecosystems by Coingecko are good.

https://www.coingecko.com/en/categories

What to do

Invest in quality.

  • Leading ten Ecosystems by Market Cap

  • There are a lot of coins in the ecosystem (second last column of above chart)

CoinGecko's Market Cap Crypto Categories Market capitalization-based cryptocurrency categories. Ethereum Ecosystem www.coingecko.com

Fear & Greed Index for Bitcoin (FGI)

The Bitcoin market sentiment index ranges from 0 (extreme dread) to 100. (extreme greed).

How to Apply

See market sentiment:

  • Extreme fright = opportunity to buy

  • Extreme greed creates sales opportunity (market due for correction).

https://alternative.me/crypto/fear-and-greed-index/Trend of FGI over a period of time. https://alternative.me/crypto/fear-and-greed-index/

Glassnode

Glassnode gives facts, information, and confidence to make better Bitcoin, Ethereum, and cryptocurrency investments and trades.

Explore free and paid metrics.

Stock to Flow Ratio: Application

The popular Stock to Flow Ratio concept believes scarcity drives value. Stock to flow is the ratio of circulating Bitcoin supply to fresh production (i.e. newly mined bitcoins). The S/F Ratio has historically predicted Bitcoin prices. PlanB invented this metric.

https://studio.glassnode.com/metrics?a=BTC&m=indicators.StockToFlowRatio

Utilization: Ethereum Hash Rate

Ethereum miners produce an estimated number of hashes per second.

https://studio.glassnode.com/metrics?a=ETH&m=mining.HashRateMean

ycharts: Hash rate of the Bitcoin network

https://ycharts.com/indicators/bitcoin_network_hash_rate

TradingView

TradingView is your go-to tool for investment analysis, watch lists, technical analysis, and recommendations from other traders/investors.

https://www.tradingview.com/markets/cryptocurrencies/ideas/

Research for a cryptocurrency project

Two key questions every successful project must ask: Q1: What is this project trying to solve? Is it a big problem or minor? Q2: How does this project make money?

Each cryptocurrency:

  • Check out the white paper.

  • check out the project's internet presence on github, twitter, and medium.

  • the transparency of it

  • Verify the team structure and founders. Verify their LinkedIn profile, academic history, and other qualifications. Search for their names with scam.

  • Where to purchase and use cryptocurrencies Is it traded on trustworthy exchanges?

  • From CoinGecko and CoinMarketCap, we may learn about market cap, circulations, and other important data.

The project must solve a problem. Solving a problem is the goal of the founders.

Avoid projects that resemble multi-level marketing or ponzi schemes.

Your use of social media

  • Use social media carefully or ignore it: Twitter, TradingView, and YouTube

Someone said this before and there are some truth to it. Social media bullish => short.

Your Behavior

Investigate. Spend time. You decide. Worth it!

Only you have the best interest in your financial future.

You might also like

Rachel Greenberg

Rachel Greenberg

3 years ago

6 Causes Your Sales Pitch Is Unintentionally Repulsing Customers

Skip this if you don't want to discover why your lively, no-brainer pitch isn't making $10k a month.

Photo by Chase Chappell on Unsplash

You don't want to be repulsive as an entrepreneur or anyone else. Making friends, influencing people, and converting strangers into customers will be difficult if your words evoke disgust, distrust, or disrespect. You may be one of many entrepreneurs who do this obliviously and involuntarily.

I've had to master selling my skills to recruiters (to land 6-figure jobs on Wall Street), selling companies to buyers in M&A transactions, and selling my own companies' products to strangers-turned-customers. I probably committed every cardinal sin of sales repulsion before realizing it was me or my poor salesmanship strategy.

If you're launching a new business, frustrated by low conversion rates, or just curious if you're repelling customers, read on to identify (and avoid) the 6 fatal errors that can kill any sales pitch.

1. The first indication

So many people fumble before they even speak because they assume their role is to convince the buyer. In other words, they expect to pressure, arm-twist, and combat objections until they convert the buyer. Actuality, the approach stinks of disgust, and emotionally-aware buyers would feel "gross" immediately.

Instead of trying to persuade a customer to buy, ask questions that will lead them to do so on their own. When a customer discovers your product or service on their own, they need less outside persuasion. Why not position your offer in a way that leads customers to sell themselves on it?

2. A flawless performance

Are you memorizing a sales script, tweaking video testimonials, and expunging historical blemishes before hitting "publish" on your new campaign? If so, you may be hurting your conversion rate.

Perfection may be a step too far and cause prospects to mistrust your sincerity. Become a great conversationalist to boost your sales. Seriously. Being charismatic is hard without being genuine and showing a little vulnerability.

People like vulnerability, even if it dents your perfect facade. Show the customer's stuttering testimonial. Open up about your or your company's past mistakes (and how you've since improved). Make your sales pitch a two-way conversation. Let the customer talk about themselves to build rapport. Real people sell, not canned scripts and movie-trailer testimonials.

If marketing or sales calls feel like a performance, you may be doing something wrong or leaving money on the table.

3. Your greatest phobia

Three minutes into prospect talks, I'd start sweating. I was talking 100 miles per hour, covering as many bases as possible to avoid the ones I feared. I knew my then-offering was inadequate and my firm had fears I hadn't addressed. So I word-vomited facts, features, and everything else to avoid the customer's concerns.

Do my prospects know I'm insecure? Maybe not, but it added an unnecessary and unhelpful layer of paranoia that kept me stressed, rushed, and on edge instead of connecting with the prospect. Skirting around a company, product, or service's flaws or objections is a poor, temporary, lazy (and cowardly) decision.

How can you project confidence and trust if you're afraid? Before you make another sales call, face your shortcomings, weak points, and objections. Your company won't be everyone's cup of tea, but you should have answers to every question or objection. You should be your business's top spokesperson and defender.

4. The unintentional apologies

Have you ever begged for a sale? I'm going to say no, however you may be unknowingly emitting sorry, inferior, insecure energy.

Young founders, first-time entrepreneurs, and those with severe imposter syndrome may elevate their target customer. This is common when trying to get first customers for obvious reasons.

  • Since you're truly new at this, you naturally lack experience.

  • You don't have the self-confidence boost of thousands or hundreds of closed deals or satisfied client results to remind you that your good or service is worthwhile.

  • Getting those initial few clients seems like the most difficult task, as if doing so will decide the fate of your company as a whole (it probably won't, and you shouldn't actually place that much emphasis on any one transaction).

Customers can smell fear, insecurity, and anxiety just like they can smell B.S. If you believe your product or service improves clients' lives, selling it should feel like a benevolent act of service, not a sleazy money-grab. If you're a sincere entrepreneur, prospects will believe your proposition; if you're apprehensive, they'll notice.

Approach every sale as if you're fine with or without it. This has improved my salesmanship, marketing skills, and mental health. When you put pressure on yourself to close a sale or convince a difficult prospect "or else" (your company will fail, your rent will be late, your electricity will be cut), you emit desperation and lower the quality of your pitch. There's no point.

5. The endless promises

We've all read a million times how to answer or disprove prospects' arguments and add extra incentives to speed or secure the close. Some objections shouldn't be refuted. What if I told you not to offer certain incentives, bonuses, and promises? What if I told you to walk away from some prospects, even if it means losing your sales goal?

If you market to enough people, make enough sales calls, or grow enough companies, you'll encounter prospects who can't be satisfied. These prospects have endless questions, concerns, and requests for more, more, more that you'll never satisfy. These people are a distraction, a resource drain, and a test of your ability to cut losses before they erode your sanity and profit margin.

To appease or convert these insatiably needy, greedy Nellies into customers, you may agree with or acquiesce to every request and demand — even if you can't follow through. Once you overpromise and answer every hole they poke, their trust in you may wane quickly.

Telling a prospect what you can't do takes courage and integrity. If you're honest, upfront, and willing to admit when a product or service isn't right for the customer, you'll gain respect and positive customer experiences. Sometimes honesty is the most refreshing pitch and the deal-closer.

6. No matter what

Have you ever said, "I'll do anything to close this sale"? If so, you've probably already been disqualified. If a prospective customer haggles over a price, requests a discount, or continues to wear you down after you've made three concessions too many, you have a metal hook in your mouth, not them, and it may not end well. Why?

If you're so willing to cut a deal that you cut prices, comp services, extend payment plans, waive fees, etc., you betray your own confidence that your product or service was worth the stated price. They wonder if anyone is paying those prices, if you've ever had a customer (who wasn't a blood relative), and if you're legitimate or worth your rates.

Once a prospect senses that you'll do whatever it takes to get them to buy, their suspicions rise and they wonder why.

  • Why are you cutting pricing if something is wrong with you or your service?

  • Why are you so desperate for their sale?

  • Why aren't more customers waiting in line to pay your pricing, and if they aren't, what on earth are they doing there?

That's what a prospect thinks when you reveal your lack of conviction, desperation, and willingness to give up control. Some prospects will exploit it to drain you dry, while others will be too frightened to buy from you even if you paid them.

Walking down a two-way street. Be casual.

If we track each act of repulsion to an uneasiness, fear, misperception, or impulse, it's evident that these sales and marketing disasters were forced communications. Stiff, imbalanced, divisive, combative, bravado-filled, and desperate. They were unnatural and accepted a power struggle between two sparring, suspicious, unequal warriors, rather than a harmonious oneness of two natural, but opposite parties shaking hands.

Sales should be natural, harmonious. Sales should feel good for both parties, not like one party is having their arm twisted.

You may be doing sales wrong if it feels repulsive, icky, or degrading. If you're thinking cringe-worthy thoughts about yourself, your product, service, or sales pitch, imagine what you're projecting to prospects. Don't make it unpleasant, repulsive, or cringeworthy.

Logan Rane

Logan Rane

2 years ago

I questioned Chat-GPT for advice on the top nonfiction books. Here's What It Suggests

You have to use it.

Chat-GPT Logo

Chat-GPT is a revolution.

All social media outlets are discussing it. How it will impact the future and different things.

True.

I've been using Chat-GPT for a few days, and it's a rare revolution. It's amazing and will only improve.

I asked Chat-GPT about the best non-fiction books. It advised this, albeit results rely on interests.

The Immortal Life of Henrietta Lacks

by Rebecca Skloot

Science, Biography

A impoverished tobacco farmer dies of cervical cancer in The Immortal Life of Henrietta Lacks. Her cell strand helped scientists treat polio and other ailments.

Rebecca Skloot discovers about Henrietta, her family, how the medical business exploited black Americans, and how her cells can live forever in a fascinating and surprising research.

You ought to read it.

  1. if you want to discover more about the past of medicine.

  2. if you want to discover more about American history.

Bad Blood: Secrets and Lies in a Silicon Valley Startup

by John Carreyrou

Tech, Bio

Bad Blood tells the terrifying story of how a Silicon Valley tech startup's blood-testing device placed millions of lives at risk.

John Carreyrou, a Pulitzer Prize-winning journalist, wrote this book.

Theranos and its wunderkind CEO, Elizabeth Holmes, climbed to popularity swiftly and then plummeted.

You ought to read it.

  1. if you are a start-up employee.

  2. specialists in medicine.

The Power of Now: A Guide to Spiritual Enlightenment

by Eckhart Tolle

Self-improvement, Spirituality

The Power of Now shows how to stop suffering and attain inner peace by focusing on the now and ignoring your mind.

The book also helps you get rid of your ego, which tries to control your ideas and actions.

If you do this, you may embrace the present, reduce discomfort, strengthen relationships, and live a better life.

You ought to read it.

  1. if you're looking for serenity and illumination.

  2. If you believe that you are ruining your life, stop.

  3. if you're not happy.

The 7 Habits of Highly Effective People

by Stephen R. Covey

Profession, Success

The 7 Habits of Highly Effective People is an iconic self-help book.

This vital book offers practical guidance for personal and professional success.

This non-fiction book is one of the most popular ever.

You ought to read it.

  1. if you want to reach your full potential.

  2. if you want to discover how to achieve all your objectives.

  3. if you are just beginning your journey toward personal improvement.

Sapiens: A Brief History of Humankind

by Yuval Noah Harari

Science, History

Sapiens explains how our species has evolved from our earliest ancestors to the technology age.

How did we, a species of hairless apes without tails, come to control the whole planet?

It describes the shifts that propelled Homo sapiens to the top.

You ought to read it.

  1. if you're interested in discovering our species' past.

  2. if you want to discover more about the origins of human society and culture.

Frederick M. Hess

Frederick M. Hess

2 years ago

The Lessons of the Last Two Decades for Education Reform

My colleague Ilana Ovental and I examined pandemic media coverage of education at the end of last year. That analysis examined coverage changes. We tracked K-12 topic attention over the previous two decades using Lexis Nexis. See the results here.

I was struck by how cleanly the past two decades can be divided up into three (or three and a half) eras of school reform—a framing that can help us comprehend where we are and how we got here. In a time when epidemic, political unrest, frenetic news cycles, and culture war can make six months seem like a lifetime, it's worth pausing for context.

If you look at the peaks in the above graph, the 21st century looks to be divided into periods. The decade-long rise and fall of No Child Left Behind began during the Bush administration. In a few years, NCLB became the dominant K-12 framework. Advocates and financiers discussed achievement gaps and measured success with AYP.

NCLB collapsed under the weight of rigorous testing, high-stakes accountability, and a race to the bottom by the Obama years. Obama's Race to the Top garnered attention, but its most controversial component, the Common Core State Standards, rose quickly.

Academic standards replaced assessment and accountability. New math, fiction, and standards were hotly debated. Reformers and funders chanted worldwide benchmarking and systems interoperability.

We went from federally driven testing and accountability to government encouraged/subsidized/mandated (pick your verb) reading and math standardization. Last year, Checker Finn and I wrote The End of School Reform? The 2010s populist wave thwarted these objectives. The Tea Party, Occupy Wall Street, Black Lives Matter, and Trump/MAGA all attacked established institutions.

Consequently, once the Common Core fell, no alternative program emerged. Instead, school choice—the policy most aligned with populist suspicion of institutional power—reached a half-peak. This was less a case of choice erupting to prominence than of continuous growth in a vacuum. Even with Betsy DeVos' determined, controversial efforts, school choice received only half the media attention that NCLB and Common Core did at their heights.

Recently, culture clash-fueled attention to race-based curriculum and pedagogy has exploded (all playing out under the banner of critical race theory). This third, culture war-driven wave may not last as long as the other waves.

Even though I don't understand it, the move from slow-building policy debate to fast cultural confrontation over two decades is notable. I don't know if it's cyclical or permanent, or if it's about schooling, media, public discourse, or all three.

One final thought: After doing this work for decades, I've noticed how smoothly advocacy groups, associations, and other activists adapt to the zeitgeist. In 2007, mission statements focused on accomplishment disparities. Five years later, they promoted standardization. Language has changed again.

Part of this is unavoidable and healthy. Chasing currents can also make companies look unprincipled, promote scepticism, and keep them spinning the wheel. Bearing in mind that these tides ebb and flow may give educators, leaders, and activists more confidence to hold onto their values and pause when they feel compelled to follow the crowd.