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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

Chris

Chris

2 years ago

What the World's Most Intelligent Investor Recently Said About Crypto

Cryptoshit. This thing is crazy to buy.

Sloww

Charlie Munger is revered and powerful in finance.

Munger, vice chairman of Berkshire Hathaway, is noted for his wit, no-nonsense attitude to investment, and ability to spot promising firms and markets.

Munger's crypto views have upset some despite his reputation as a straight shooter.

“There’s only one correct answer for intelligent people, just totally avoid all the people that are promoting it.” — Charlie Munger

The Munger Interview on CNBC (4:48 secs)

This Monday, CNBC co-anchor Rebecca Quick interviewed Munger and brought up his 2007 statement, "I'm not allowed to have an opinion on this subject until I can present the arguments against my viewpoint better than the folks who are supporting it."

Great investing and life advice!

If you can't explain the opposing reasons, you're not informed enough to have an opinion.

In today's world, it's important to grasp both sides of a debate before supporting one.

Rebecca inquired:

Does your Wall Street Journal article on banning cryptocurrency apply? If so, would you like to present the counterarguments?

Mungers reply:

I don't see any viable counterarguments. I think my opponents are idiots, hence there is no sensible argument against my position.

Consider his words.

Do you believe Munger has studied both sides?

He said, "I assume my opponents are idiots, thus there is no sensible argument against my position."

This is worrisome, especially from a guy who once encouraged studying both sides before forming an opinion.

Munger said:

National currencies have benefitted humanity more than almost anything else.

Hang on, I think we located the perpetrator.

Munger thinks crypto will replace currencies.

False.

I doubt he studied cryptocurrencies because the name is deceptive.

He misread a headline as a Dollar destroyer.

Cryptocurrencies are speculations.

Like Tesla, Amazon, Apple, Google, Microsoft, etc.

Crypto won't replace dollars.

In the interview with CNBC, Munger continued:

“I’m not proud of my country for allowing this crap, what I call the cryptoshit. It’s worthless, it’s no good, it’s crazy, it’ll do nothing but harm, it’s anti-social to allow it.” — Charlie Munger

Not entirely inaccurate.

Daily cryptos are established solely to pump and dump regular investors.

Let's get into Munger's crypto aversion.

Rat poison is bitcoin.

Munger famously dubbed Bitcoin rat poison and a speculative bubble that would implode.

Partially.

But the bubble broke. Since 2021, the market has fallen.

Scam currencies and NFTs are being eliminated, which I like.

Whoa.

Why does Munger doubt crypto?

Mungers thinks cryptocurrencies has no intrinsic value.

He worries about crypto fraud and money laundering.

Both are valid issues.

Yet grouping crypto is intellectually dishonest.

Ethereum, Bitcoin, Solana, Chainlink, Flow, and Dogecoin have different purposes and values (not saying they’re all good investments).

Fraudsters who hurt innocents will be punished.

Therefore, complaining is useless.

Why not stop it? Repair rather than complain.

Regrettably, individuals today don't offer solutions.

Blind Areas for Mungers

As with everyone, Mungers' bitcoin views may be impacted by his biases and experiences.

OK.

But Munger has always advocated classic value investing and may be wary of investing in an asset outside his expertise.

Mungers' banking and insurance investments may influence his bitcoin views.

Could a coworker or acquaintance have told him crypto is bad and goes against traditional finance?

Right?

Takeaways

Do you respect Charlie Mungers?

Yes and no, like any investor or individual.

To understand Mungers' bitcoin beliefs, you must be critical.

Mungers is a successful investor, but his views about bitcoin should be considered alongside other viewpoints.

Munger’s success as an investor has made him an influencer in the space.

Influence gives power.

He controls people's thoughts.

Munger's ok. He will always be heard.

I'll do so cautiously.

Stephen Moore

Stephen Moore

3 years ago

Web 2 + Web 3 = Web 5.

Monkey jpegs and shitcoins have tarnished Web3's reputation. Let’s move on.

Web3 was called "the internet's future."

Well, 'crypto bros' shouted about it loudly.

As quickly as it arrived to be the next internet, it appears to be dead. It's had scandals, turbulence, and crashes galore:

  • Web 3.0's cryptocurrencies have crashed. Bitcoin's all-time high was $66,935. This month, Ethereum fell from $2130 to $1117. Six months ago, the cryptocurrency market peaked at $3 trillion. Worst is likely ahead.

  • Gas fees make even the simplest Web3 blockchain transactions unsustainable.

  • Terra, Luna, and other dollar pegs collapsed, hurting crypto markets. Celsius, a crypto lender backed by VCs and Canada's second-largest pension fund, and Binance, a crypto marketplace, have withheld money and coins. They're near collapse.

  • NFT sales are falling rapidly and losing public interest.

Web3 has few real-world uses, like most crypto/blockchain technologies. Web3's image has been tarnished by monkey profile pictures and shitcoins while failing to become decentralized (the whole concept is controlled by VCs).

The damage seems irreparable, leaving Web3 in the gutter.

Step forward our new saviour — Web5

Fear not though, as hero awaits to drag us out of the Web3 hellscape. Jack Dorsey revealed his plan to save the internet quickly.

Dorsey has long criticized Web3, believing that VC capital and silicon valley insiders have created a centralized platform. In a tweet that upset believers and VCs (he was promptly blocked by Marc Andreessen), Dorsey argued, "You don't own "Web3." VCs and LPs do. Their incentives prevent it. It's a centralized organization with a new name.

Dorsey announced Web5 on June 10 in a very Elon-like manner. Block's TBD unit will work on the project (formerly Square).

Web5's pitch is that users will control their own data and identity. Bitcoin-based. Sound familiar? The presentation pack's official definition emphasizes decentralization. Web5 is a decentralized web platform that enables developers to write decentralized web apps using decentralized identifiers, verifiable credentials, and decentralized web nodes, returning ownership and control over identity and data to individuals.

Web5 would be permission-less, open, and token-less. What that means for Earth is anyone's guess. Identity. Ownership. Blockchains. Bitcoin. Different.

Web4 appears to have been skipped, forever destined to wish it could have shown the world what it could have been. (It was probably crap.) As this iteration combines Web2 and Web3, simple math and common sense add up to 5. Or something.

Dorsey and his team have had this idea simmering for a while. Daniel Buchner, a member of Block's Decentralized Identity team, said, "We're finishing up Web5's technical components."

Web5 could be the project that decentralizes the internet. It must be useful to users and convince everyone to drop the countless Web3 projects, products, services, coins, blockchains, and websites being developed as I write this.

Web5 may be too late for Dorsey and the incoming flood of creators.

Web6 is planned!

The next months and years will be hectic and less stable than the transition from Web 1.0 to Web 2.0. 

  • Web1 was around 1991-2004.

  • Web2 ran from 2004 to 2021. (though the Web3 term was first used in 2014, it only really gained traction years later.)

  • Web3 lasted a year.

  • Web4 is dead.

Silicon Valley billionaires are turning it into a startup-style race, each disrupting the next iteration until they crack it. Or destroy it completely.

Web5 won't last either.

Ryan Weeks

Ryan Weeks

3 years ago

Terra fiasco raises TRON's stablecoin backstop

After Terra's algorithmic stablecoin collapsed in May, TRON announced a plan to increase the capital backing its own stablecoin.

USDD, a near-carbon copy of Terra's UST, arrived on the TRON blockchain on May 5. TRON founder Justin Sun says USDD will be overcollateralized after initially being pegged algorithmically to the US dollar.

A reserve of cryptocurrencies and stablecoins will be kept at 130 percent of total USDD issuance, he said. TRON described the collateral ratio as "guaranteed" and said it would begin publishing real-time updates on June 5.

Currently, the reserve contains 14,040 bitcoin (around $418 million), 140 million USDT, 1.9 billion TRX, and 8.29 billion TRX in a burning contract.

Sun: "We want to hybridize USDD." We have an algorithmic stablecoin and TRON DAO Reserve.

algorithmic failure

USDD was designed to incentivize arbitrageurs to keep its price pegged to the US dollar by trading TRX, TRON's token, and USDD. Like Terra, TRON signaled its intent to establish a bitcoin and cryptocurrency reserve to support USDD in extreme market conditions.

Still, Terra's UST failed despite these safeguards. The stablecoin veered sharply away from its dollar peg in mid-May, bringing down Terra's LUNA and wiping out $40 billion in value in days. In a frantic attempt to restore the peg, billions of dollars in bitcoin were sold and unprecedented volumes of LUNA were issued.

Sun believes USDD, which has a total circulating supply of $667 million, can be backed up.

"Our reserve backing is diversified." Bitcoin and stablecoins are included. USDC will be a small part of Circle's reserve, he said.

TRON's news release lists the reserve's assets as bitcoin, TRX, USDC, USDT, TUSD, and USDJ.

All Bitcoin addresses will be signed so everyone knows they belong to us, Sun said.

Not giving in

Sun told that the crypto industry needs "decentralized" stablecoins that regulators can't touch.

Sun said the Luna Foundation Guard, a Singapore-based non-profit that raised billions in cryptocurrency to buttress UST, mismanaged the situation by trying to sell to panicked investors.

He said, "We must be ahead of the market." We want to stabilize the market and reduce volatility.

Currently, TRON finances most of its reserve directly, but Sun says the company hopes to add external capital soon.

Before its demise, UST holders could park the stablecoin in Terra's lending platform Anchor Protocol to earn 20% interest, which many deemed unsustainable. TRON's JustLend is similar. Sun hopes to raise annual interest rates from 17.67% to "around 30%."


This post is a summary. Read full article here

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Jay Peters

Jay Peters

3 years ago

Apple AR/VR heaset

Apple is said to have opted for a standalone AR/VR headset over a more powerful tethered model.
It has had a tumultuous history.

Apple's alleged mixed reality headset appears to be the worst-kept secret in tech, and a fresh story from The Information is jam-packed with details regarding the device's rocky development.

Apple's decision to use a separate headgear is one of the most notable aspects of the story. Apple had yet to determine whether to pursue a more powerful VR headset that would be linked with a base station or a standalone headset. According to The Information, Apple officials chose the standalone product over the version with the base station, which had a processor that later arrived as the M1 Ultra. In 2020, Bloomberg published similar information.

That decision appears to have had a long-term impact on the headset's development. "The device's many processors had already been in development for several years by the time the choice was taken, making it impossible to go back to the drawing board and construct, say, a single chip to handle all the headset's responsibilities," The Information stated. "Other difficulties, such as putting 14 cameras on the headset, have given hardware and algorithm engineers stress."

Jony Ive remained to consult on the project's design even after his official departure from Apple, according to the story. Ive "prefers" a wearable battery, such as that offered by Magic Leap. Other prototypes, according to The Information, placed the battery in the headset's headband, and it's unknown which will be used in the final design.

The headset was purportedly shown to Apple's board of directors last week, indicating that a public unveiling is imminent. However, it is possible that it will not be introduced until later this year, and it may not hit shop shelves until 2023, so we may have to wait a bit to try it.
For further down the line, Apple is working on a pair of AR spectacles that appear like Ray-Ban wayfarer sunglasses, but according to The Information, they're "still several years away from release." (I'm interested to see how they compare to Meta and Ray-Bans' true wayfarer-style glasses.)

Gareth Willey

Gareth Willey

3 years ago

I've had these five apps on my phone for a long time.

TOP APPS

Who survives spring cleaning?

Illustration by author. Mock-up by RawPixel.

Relax. Notion is off-limits. This topic is popular.

(I wrote about it 2 years ago, before everyone else did.) So).

These apps are probably new to you. I hope you find a new phone app after reading this.

Outdooractive

ViewRanger is Google Maps for outdoor enthusiasts.

This app has been so important to me as a freedom-loving long-distance walker and hiker.

Screenshots from Outdooractive.

This app shows nearby trails and right-of-ways on top of an Open Street Map.

Helpful detail and data. Any route's distance,

You can download and follow tons of routes planned by app users.

This has helped me find new routes and places a fellow explorer has tried.

Free with non-intrusive ads. Years passed before I subscribed. Pro costs £2.23/month.

This app is for outdoor lovers.

Google Files

New phones come with bloatware. These rushed apps are frustrating.

We must replace these apps. 2017 was Google's year.

Screenshots from Files.

Files is a file manager. It's quick, innovative, and clean. They've given people what they want.

It's easy to organize files, clear space, and clear cache.

I recommend Gallery by Google as a gallery app alternative. It's quick and easy.

Trainline

Screenshots by Trainline.

App for trains, buses, and coaches.

I've used this app for years. It did the basics well when I first used it.

Since then, it's improved. It's constantly adding features to make traveling easier and less stressful.

Split-ticketing helps me save hundreds a year on train fares. This app is only available in the UK and Europe.

This service doesn't link to a third-party site. Their app handles everything.

Not all train and coach companies use this app. All the big names are there, though.

Here's more on the app.

Battlefield: Mobile

Screenshot from home screen.

Play Store has 478,000 games. Few can turn my phone into a console.

Call of Duty Mobile and Asphalt 8/9 are examples.

Asphalt's loot boxes and ads make it unplayable. Call of Duty opens with a few ads. Close them to play without hassle.

This game uses all your phone's features to provide a high-quality, seamless experience. If my internet connection is good, I never experience lag or glitches.

The gameplay is energizing and intense, just like on consoles. Sometimes I'm too involved. I've thrown my phone in anger. I'm totally absorbed.

Customizability is my favorite. Since phones have limited screen space, we should only have the buttons we need, placed conveniently.

Size, opacity, and position are modifiable. Adjust audio, graphics, and textures. It's customizable.

This game has been on my phone for three years. It began well and has gotten better. When I think the creators can't do more, they do.

If you play, read my tips for winning a Battle Royale.

Lightroom

Screenshots from Lightroom app.

As a photographer, I believe your best camera is on you. The phone.

2017 was a big year for this app. I've tried many photo-editing apps since then. This always wins.

The app is dull. I've never seen better photo editing on a phone.

Adjusting settings and sliders doesn't damage or compress photos. It's detailed.

This is important for phone photos, which are lower quality than professional ones.

Some tools are behind a £4.49/month paywall. Adobe must charge a subscription fee instead of selling licenses. (I'm still bitter about Creative Cloud's price)

Snapseed is my pick. Lightroom is where I do basic editing before moving to Snapseed. Snapseed review:

Screen recording of the powerful Snapseed app.

These apps are great. They cover basic and complex editing needs while traveling.

Final Reflections

I hope you downloaded one of these. Share your favorite apps. These apps are scarce.

Sammy Abdullah

Sammy Abdullah

3 years ago

SaaS payback period data

It's ok and even desired to be unprofitable if you're gaining revenue at a reasonable cost and have 100%+ net dollar retention, meaning you never lose customers and expand them. To estimate the acceptable cost of new SaaS revenue, we compare new revenue to operating loss and payback period. If you pay back the customer acquisition cost in 1.5 years and never lose them (100%+ NDR), you're doing well.

To evaluate payback period, we compared new revenue to net operating loss for the last 73 SaaS companies to IPO since October 2017. (55 out of 73). Here's the data. 1/(new revenue/operating loss) equals payback period. New revenue/operating loss equals cost of new revenue.

Payback averages a year. 55 SaaS companies that weren't profitable at IPO got a 1-year payback. Outstanding. If you pay for a customer in a year and never lose them (100%+ NDR), you're establishing a valuable business. The average was 1.3 years, which is within the 1.5-year range.

New revenue costs $0.96 on average. These SaaS companies lost $0.96 every $1 of new revenue last year. Again, impressive. Average new revenue per operating loss was $1.59.

Loss-in-operations definition. Operating loss revenue COGS S&M R&D G&A (technical point: be sure to use the absolute value of operating loss). It's wrong to only consider S&M costs and ignore other business costs. Operating loss and new revenue are measured over one year to eliminate seasonality.

Operating losses are desirable if you never lose a customer and have a quick payback period, especially when SaaS enterprises are valued on ARR. The payback period should be under 1.5 years, the cost of new income < $1, and net dollar retention 100%.