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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.

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

William Brucee

William Brucee

3 years ago

This person is probably Satoshi Nakamoto.

illustration by Cryptotactic.io

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?

illustration by Cryptotactic.io

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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Mangu Solutions

Mangu Solutions

3 years ago

Growing a New App to $15K/mo in 6 Months [SaaS Case Study]

Discover How We Used Facebook Ads to Grow a New Mobile App from $0 to $15K MRR in Just 6 Months and Our Strategy to Hit $100K a Month.

Our client introduced a mobile app for Poshmark resellers in December and wanted as many to experience it and subscribe to the monthly plan.

An Error We Committed

We initiated a Facebook ad campaign with a "awareness" goal, not "installs." This sent them to a landing page that linked to the iPhone App Store and Android Play Store. Smart, right?

We got some installs, but we couldn't tell how many came from the ad versus organic/other channels because the objective we chose only reported landing page clicks, not app installs.

We didn't know which interest groups/audiences had the best cost per install (CPI) to optimize and scale our budget.

First month’s FB Ad report

After spending $700 without adequate data (installs and trials report), we stopped the campaign and worked with our client's app developer to set up app events tracking.

This allowed us to create an installs campaign and track installs, trials, and purchases (in some cases).

Finding a Successful Audience

Once we knew what ad sets brought in what installs at what cost, we began optimizing and testing other interest groups and audiences, growing the profitable low CPI ones and eliminating the high CPI ones.

We did all our audience testing using an ABO campaign (Ad Set Budget Optimization), spending $10 to $30 on each ad set for three days and optimizing afterward. All ad sets under $30 were moved to a CBO campaign (Campaign Budget Optimization).

We let Facebook's AI decide how much to spend on each ad set, usually the one most likely to convert at the lowest cost.

If the CBO campaign maintains a nice CPI, we keep increasing the budget by $50 every few days or duplicating it sometimes in order to double the budget. This is how we've scaled to $400/day profitably.

one of our many ad creatives

Finding Successful Creatives

Per campaign, we tested 2-6 images/videos. Same ad copy and CTA. There was no clear winner because some images did better with some interest groups.

The image above with mail packages, for example, got us a cheap CPI of $9.71 from our Goodwill Stores interest group but, a high $48 CPI from our lookalike audience. Once we had statistically significant data, we turned off the high-cost ad.

New marketers who are just discovering A/B testing may assume it's black and white — winner and loser. However, Facebook ads' machine learning and reporting has gotten so sophisticated that it's hard to call a creative a flat-out loser, but rather a 'bad fit' for some audiences, and perfect for others.

You can see how each creative performs across age groups and optimize.

Detailed reporting on FB Ads manager dashboard.

How Many Installs Did It Take Us to Earn $15K Per Month?

Six months after paying $25K, we got 1,940 app installs, 681 free trials, and 522 $30 monthly subscriptions. 522 * $30 gives us $15,660 in monthly recurring revenue (MRR).

Total ad spend so far.

Next, what? $100K per month

A conversation with the client (app owner).

The conversation above is with the app's owner. We got on a 30-minute call where I shared how I plan to get the app to be making $100K a month like I’ve done for other businesses.

Reverse Engineering $100K

Formula:

For $100K/month, we need 3,334 people to pay $30/month. 522 people pay that. We need 2,812 more paid users.

522 paid users from 1,940 installs is a 27% conversion rate. To hit $100K/month, we need 10,415 more installs. Assuming...

With a $400 daily ad spend, we average 40 installs per day. This means that if everything stays the same, it would take us 260 days (around 9 months) to get to $100K a month (MRR).

Conclusion

You must market your goods to reach your income objective (without waiting forever). Paid ads is the way to go if you hate knocking on doors or irritating friends and family (who aren’t scalable anyways).

You must also test and optimize different angles, audiences, interest groups, and creatives.

1eth1da

1eth1da

3 years ago

6 Rules to build a successful NFT Community in 2022

Too much NFT, Discord, and shitposting.

How do you choose?

How do you recruit more members to join your NFT project?

In 2021, a successful NFT project required:

  • Monkey/ape artwork

  • Twitter and Discord bot-filled

  • Roadmap overpromise

  • Goal was quick cash.

2022 and the years after will change that.


These are 6 Rules for a Strong NFT Community in 2022:

THINK LONG TERM

This relates to roadmap planning. Hype and dumb luck may drive NFT projects (ahem, goblins) but rarely will your project soar.

Instead, consider sustainability.

Plan your roadmap based on your team's abilities.

Do what you're already doing, but with NFTs, make it bigger and better.

You shouldn't copy a project's roadmap just because it was profitable.

This will lead to over-promising, team burnout, and an RUG NFT project.

OFFER VALUE

Building a great community starts with giving.

Why are musicians popular?

Because they offer entertainment for everyone, a random person becomes a fan, and more fans become a cult.

That's how you should approach your community.

TEAM UP

A great team helps.

An NFT project could have 3 or 2 people.

Credibility trumps team size.

Make sure your team can answer community questions, resolve issues, and constantly attend to them.

Don't overwork and burn out.

Your community will be able to recognize that you are trying too hard and give up on the project.

BUILD A GREAT PRODUCT

Bored Ape Yacht Club altered the NFT space.

Cryptopunks transformed NFTs.

Many others did, including Okay Bears.

What made them that way?

Because they answered a key question.

What is my NFT supposed to be?

Before planning art, this question must be answered.

NFTs can't be just jpegs.

What does it represent?

Is it a Metaverse-ready project?

What blockchain are you going to be using and why?

Set some ground rules for yourself. This helps your project's direction.

These questions will help you and your team set a direction for blockchain, NFT, and Web3 technology.

EDUCATE ON WEB3

The more the team learns about Web3 technology, the more they can offer their community.

Think tokens, metaverse, cross-chain interoperability and more.

BUILD A GREAT COMMUNITY

Several projects mistreat their communities.

They treat their community like "customers" and try to sell them NFT.

Providing Whitelists and giveaways aren't your only community-building options.

Think bigger.

Consider them family and friends, not wallets.

Consider them fans.

These are some tips to start your NFT project.

Matthew Royse

Matthew Royse

3 years ago

5 Tips for Concise Writing

Here's how to be clear.

I have only made this letter longer because I have not had the time to make it shorter.” — French mathematician, physicist, inventor, philosopher, and writer Blaise Pascal

Concise.

People want this. We tend to repeat ourselves and use unnecessary words.

Being vague frustrates readers. It focuses their limited attention span on figuring out what you're saying rather than your message.

Edit carefully.

Examine every word you put on paper. You’ll find a surprising number that don’t serve any purpose.” — American writer, editor, literary critic, and teacher William Zinsser

How do you write succinctly?

Here are three ways to polish your writing.

1. Delete

Your readers will appreciate it if you delete unnecessary words. If a word or phrase is essential, keep it. Don't force it.

Many readers dislike bloated sentences. Ask yourself if cutting a word or phrase will change the meaning or dilute your message.

For example, you could say, “It’s absolutely essential that I attend this meeting today, so I know the final outcome.” It’s better to say, “It’s critical I attend the meeting today, so I know the results.”

Key takeaway

Delete actually, completely, just, full, kind of, really, and totally. Keep the necessary words, cut the rest.

2. Just Do It

Don't tell readers your plans. Your readers don't need to know your plans. Who are you?

Don't say, "I want to highlight our marketing's problems." Our marketing issues are A, B, and C. This cuts 5–7 words per sentence.

Keep your reader's attention on the essentials, not the fluff. What are you doing? You won't lose readers because you get to the point quickly and don't build up.

Key takeaway

Delete words that don't add to your message. Do something, don't tell readers you will.

3. Cut Overlap

You probably repeat yourself unintentionally. You may add redundant sentences when brainstorming. Read aloud to detect overlap.

Remove repetition from your writing. It's important to edit our writing and thinking to avoid repetition.

Key Takeaway

If you're repeating yourself, combine sentences to avoid overlap.

4. Simplify

Write as you would to family or friends. Communicate clearly. Don't use jargon. These words confuse readers.

Readers want specifics, not jargon. Write simply. Done.

Most adults read at 8th-grade level. Jargon and buzzwords make speech fluffy. This confuses readers who want simple language.

Key takeaway

Ensure all audiences can understand you. USA Today's 5th-grade reading level is intentional. They want everyone to understand.

5. Active voice

Subjects perform actions in active voice. When you write in passive voice, the subject receives the action.

For example, “the board of directors decided to vote on the topic” is an active voice, while “a decision to vote on the topic was made by the board of directors” is a passive voice.

Key takeaway

Active voice clarifies sentences. Active voice is simple and concise.

Bringing It All Together

Five tips help you write clearly. Delete, just do it, cut overlap, use simple language, and write in an active voice.

Clear writing is effective. It's okay to occasionally use unnecessary words or phrases. Realizing it is key. Check your writing.

Adding words costs.

Write more concisely. People will appreciate it and read your future articles, emails, and messages. Spending extra time will increase trust and influence.

Not that the story need be long, but it will take a long while to make it short.” — Naturalist, essayist, poet, and philosopher Henry David Thoreau