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

Shan Vernekar
3 years ago
How the Ethereum blockchain's transactions are carried out
Overview
Ethereum blockchain is a network of nodes that validate transactions. Any network node can be queried for blockchain data for free. To write data as a transition requires processing and writing to each network node's storage. Fee is paid in ether and is also called as gas.
We'll examine how user-initiated transactions flow across the network and into the blockchain.
Flow of transactions
A user wishes to move some ether from one external account to another. He utilizes a cryptocurrency wallet for this (like Metamask), which is a browser extension.
The user enters the desired transfer amount and the external account's address. He has the option to choose the transaction cost he is ready to pay.
Wallet makes use of this data, signs it with the user's private key, and writes it to an Ethereum node. Services such as Infura offer APIs that enable writing data to nodes. One of these services is used by Metamask. An example transaction is shown below. Notice the “to” address and value fields.
var rawTxn = {
nonce: web3.toHex(txnCount),
gasPrice: web3.toHex(100000000000),
gasLimit: web3.toHex(140000),
to: '0x633296baebc20f33ac2e1c1b105d7cd1f6a0718b',
value: web3.toHex(0),
data: '0xcc9ab24952616d6100000000000000000000000000000000000000000000000000000000'
};The transaction is written to the target Ethereum node's local TRANSACTION POOL. It informed surrounding nodes of the new transaction, and those nodes reciprocated. Eventually, this transaction is received by and written to each node's local TRANSACTION pool.
The miner who finds the following block first adds pending transactions (with a higher gas cost) from the nearby TRANSACTION POOL to the block.
The transactions written to the new block are verified by other network nodes.
A block is added to the main blockchain after there is consensus and it is determined to be genuine. The local blockchain is updated with the new node by additional nodes as well.
Block mining begins again next.
The image above shows how transactions go via the network and what's needed to submit them to the main block chain.
References
ethereum.org/transactions How Ethereum transactions function, their data structure, and how to send them via app. ethereum.org

CoinTelegraph
4 years ago
2 NFT-based blockchain games that could soar in 2022
NFTs look ready to rule 2022, and the recent pivot toward NFT utility in P2E gaming could make blockchain gaming this year’s sector darling.
After the popularity of decentralized finance (DeFi) came the rise of nonfungible tokens (NFTs), and to the surprise of many, NFTs took the spotlight and now remain front and center with the highest volume in sales occurring at the start of January 2022.
While 2021 became the year of NFTs, GameFi applications did surpass DeFi in terms of user popularity. According to data from DappRadar, Bloomberg gathered:
Nearly 50% of active cryptocurrency wallets connected to decentralized applications in November were for playing games. The percentage of wallets linked to decentralized finance, or DeFi, dapps fell to 45% during the same period, after months of being the leading dapp use case.
Blockchain play-to-earn (P2E) game Axie infinity skyrocketed and kicked off a gaming craze that is expected to continue all throughout 2022. Crypto pundits and gaming advocates have high expectations for P2E blockchain-based games and there’s bound to be a few sleeping giants that will dominate the sector.
Let’s take a look at five blockchain games that could make waves in 2022.
DeFi Kingdoms
The inspiration for DeFi Kingdoms came from simple beginnings — a passion for investing that lured the developers to blockchain technology. DeFi Kingdoms was born as a visualization of liquidity pool investing where in-game ‘gardens’ represent literal and figurative token pairings and liquidity pool mining.
As shown in the game, investors have a portion of their LP share within a plot filled with blooming plants. By attaching the concept of growth to DeFi protocols within a play-and-earn model, DeFi Kingdoms puts a twist on “playing” a game.
Built on the Harmony Network, DeFi Kingdoms became the first project on the network to ever top the DappRadar charts. This could be attributed to an influx of individuals interested in both DeFi and blockchain games or it could be attributed to its recent in-game utility token JEWEL surging.
JEWEL is a utility token that allows users to purchase NFTs in-game buffs to increase a base-level stat. It is also used for liquidity mining to grant users the opportunity to make more JEWEL through staking.
JEWEL is also a governance token that gives holders a vote in the growth and evolution of the project. In the past four months, the token price surged from $1.23 to an all-time high of $22.52. At the time of writing, JEWEL is down by nearly 16%, trading at $19.51.
Surging approximately 1,487% from its humble start of $1.23 four months ago in September, JEWEL token price has increased roughly 165% this last month alone, according to data from CoinGecko.
Guild of Guardians
Guild of Guardians is one of the more anticipated blockchain games in 2022 and it is built on ImmutableX, the first layer-two solution built on Ethereum that focuses on NFTs. Aiming to provide more access, it will operate as a free-to-play mobile role-playing game, modeling the P2E mechanics.
Similar to blockchain games like Axie Infinity, Guild of Guardians in-game assets can be exchanged. The project seems to be of interest to many gamers and investors with its NFT founder sale and token launch generating nearly $10 million in volume.
Launching its in-game token in October of 2021, the Guild of Guardians (GOG) tokens are ERC-20 tokens known as ‘gems’ inside the game. Gems are what power key features in the game such as minting in-game NFTs and interacting with the marketplace, and are available to earn while playing.
For the last month, the Guild of Guardians token has performed rather steadily after spiking to its all-time high of $2.81 after its launch. Despite the token being down over 50% from its all-time high, at the time of writing, some members of the community are looking forward to the possibility of staking and liquidity pools, which are features that tend to help stabilize token prices.

Onchain Wizard
3 years ago
Three Arrows Capital & Celsius Updates
I read 1k+ page 3AC liquidation documentation so you don't have to. Also sharing revised Celsius recovery plans.
3AC's liquidation documents:
Someone disclosed 3AC liquidation records in the BVI courts recently. I'll discuss the leak's timeline and other highlights.
Three Arrows Capital began trading traditional currencies in emerging markets in 2012. They switched to equities and crypto, then purely crypto in 2018.
By 2020, the firm had $703mm in net assets and $1.8bn in loans (these guys really like debt).
The firm's net assets under control reached $3bn in April 2022, according to the filings. 3AC had $600mm of LUNA/UST exposure before May 9th 2022, which put them over.
LUNA and UST go to zero quickly (I wrote about the mechanics of the blowup here). Kyle Davies, 3AC co-founder, told Blockchain.com on May 13 that they have $2.4bn in assets and $2.3bn NAV vs. $2bn in borrowings. As BTC and ETH plunged 33% and 50%, the company became insolvent by mid-2022.
3AC sent $32mm to Tai Ping Shen, a Cayman Islands business owned by Su Zhu and Davies' partner, Kelly Kaili Chen (who knows what is going on here).
3AC had borrowed over $3.5bn in notional principle, with Genesis ($2.4bn) and Voyager ($650mm) having the most exposure.
Genesis demanded $355mm in further collateral in June.
Deribit (another 3AC investment) called for $80 million in mid-June.
Even in mid-June, the corporation was trying to borrow more money to stay afloat. They approached Genesis for another $125mm loan (to pay another lender) and HODLnauts for BTC & ETH loans.
Pretty crazy. 3AC founders used borrowed money to buy a $50 million boat, according to the leak.
Su requesting for $5m + Chen Kaili Kelly asserting they loaned $65m unsecured to 3AC are identified as creditors.
Celsius:
This bankruptcy presentation shows the Celsius breakdown from March to July 14, 2022. From $22bn to $4bn, crypto assets plummeted from $14.6bn to $1.8bn (ouch). $16.5bn in user liabilities dropped to $4.72bn.
In my recent post, I examined if "forced selling" is over, with Celsius' crypto assets being a major overhang. In this presentation, it looks that Chapter 11 will provide clients the opportunity to accept cash at a discount or remain long crypto. Provided that a fresh source of money is unlikely to enter the Celsius situation, cash at a discount or crypto given to customers will likely remain a near-term market risk - cash at a discount will likely come from selling crypto assets, while customers who receive crypto could sell at any time. I'll share any Celsius updates I find.
Conclusion
Only Celsius and the Mt Gox BTC unlock remain as forced selling catalysts. While everything went through a "relief" pump, with ETH up 75% from the bottom and numerous alts multiples higher, there are still macro dangers to equities + risk assets. There's a lot of wealth waiting to be deployed in crypto ($153bn in stables), but fund managers are risk apprehensive (lower than 2008 levels).
We're hopefully over crypto's "bottom," with peak anxiety and forced selling behind us, but we may chop around.
To see the full article, click here.
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Enrique Dans
2 years ago
What happens when those without morals enter the economic world?
I apologize if this sounds basic, but throughout my career, I've always been clear that a company's activities are shaped by its founder(s)' morality.
I consider Palantir, owned by PayPal founder Peter Thiel, evil. He got $5 billion tax-free by hacking a statute to help middle-class savings. That may appear clever, but I think it demonstrates a shocking lack of solidarity with society. As a result of this and other things he has said and done, I early on dismissed Peter Thiel as someone who could contribute anything positive to society, and events soon proved me right: we are talking about someone who clearly considers himself above everyone else and who does not hesitate to set up a company, Palantir, to exploit the data of the little people and sell it to the highest bidder, whoever that is and whatever the consequences.
The German courts have confirmed my warnings concerning Palantir. The problem is that politicians love its surveillance tools because they think knowing more about their constituents gives them power. These are ideal for dictatorships who want to snoop on their populace. Hence, Silicon Valley's triumphalist dialectic has seduced many governments at many levels and collected massive volumes of data to hold forever.
Dangerous company. There are many more. My analysis of the moral principles that disclose company management changed my opinion of Facebook, now Meta, and anyone with a modicum of interest might deduce when that happened, a discovery that leaves you dumbfounded. TikTok was easy because its lack of morality was revealed early when I saw the videos it encouraged minors to post and the repercussions of sharing them through its content recommendation algorithm. When you see something like this, nothing can convince you that the firm can change its morals and become good. Nothing. You know the company is awful and will fail. Speak it, announce it, and change it. It's like a fingerprint—unchangeable.
Some of you who read me frequently make its Facebook today jokes when I write about these firms, and that's fine: they're my moral standards, those of an elderly professor with thirty-five years of experience studying corporations and discussing their cases in class, but you don't have to share them. Since I'm writing this and don't have to submit to any editorial review, that's what it is: when you continuously read a person, you have to assume that they have moral standards and that sometimes you'll agree with them and sometimes you won't. Morality accepts hierarchies, nuances, and even obsessions. I know not everyone shares my opinions, but at least I can voice them. One day, one of those firms may sue me (as record companies did some years ago).
Palantir is incredibly harmful. Limit its operations. Like Meta and TikTok, its business strategy is shaped by its founders' immorality. Such a procedure can never be beneficial.

Edward Williams
3 years ago
I currently manage 4 profitable online companies. I find all the generic advice and garbage courses very frustrating. The only advice you need is this.
This is for young entrepreneurs, especially in tech.
People give useless success advice on TikTok and Reddit. Early risers, bookworms, etc. Entrepreneurship courses. Work hard and hustle.
False. These aren't successful traits.
I mean, organization is good. As someone who founded several businesses and now works at a VC firm, I find these tips to be clichés.
Based on founding four successful businesses and working with other successful firms, here's my best actionable advice:
1. Choose a sector or a niche and become an expert in it.
This is more generic than my next tip, but it's a must-do that's often overlooked. Become an expert in the industry or niche you want to enter. Discover everything.
Buy (future) competitors' products. Understand consumers' pain points. Market-test. Target keyword combos. Learn technical details.
The most successful businesses I've worked with were all formed by 9-5 employees. They knew the industry's pain points. They started a business targeting these pain points.
2. Choose a niche or industry crossroads to target.
How do you choose an industry or niche? What if your industry is too competitive?
List your skills and hobbies. Randomness is fine. Find an intersection between two interests or skills.
Say you build websites well. You like cars.
Web design is a *very* competitive industry. Cars and web design?
Instead of web design, target car dealers and mechanics. Build a few fake demo auto mechanic websites, then cold call shops with poor websites. Verticalize.
I've noticed a pattern:
Person works in a particular industry for a corporation.
Person gains expertise in the relevant industry.
Person quits their job and launches a small business to address a problem that their former employer was unwilling to address.
I originally posted this on Reddit and it seemed to have taken off so I decided to share it with you all.
Focus on the product. When someone buys from you, you convince them the product's value exceeds the price. It's not fair and favors the buyer.
Creating a superior product or service will win. Narrowing this helps you outcompete others.
You may be their only (lucky) option.

Entreprogrammer
3 years ago
The Steve Jobs Formula: A Guide to Everything
A must-read for everyone
Jobs is well-known. You probably know the tall, thin guy who wore the same clothing every day. His influence is unavoidable. In fewer than 40 years, Jobs' innovations have impacted computers, movies, cellphones, music, and communication.
Steve Jobs may be more imaginative than the typical person, but if we can use some of his ingenuity, ambition, and good traits, we'll be successful. This essay explains how to follow his guidance and success secrets.
1. Repetition is necessary for success.
Be patient and diligent to master something. Practice makes perfect. This is why older workers are often more skilled.
When should you repeat a task? When you're confident and excited to share your product. It's when to stop tweaking and repeating.
Jobs stated he'd make the crowd sh** their pants with an iChat demo.
Use this in your daily life.
Start with the end in mind. You can put it in writing and be as detailed as you like with your plan's schedule and metrics. For instance, you have a goal of selling three coffee makers in a week.
Break it down, break the goal down into particular tasks you must complete, and then repeat those tasks. To sell your coffee maker, you might need to make 50 phone calls.
Be mindful of the amount of work necessary to produce the desired results. Continue doing this until you are happy with your product.
2. Acquire the ability to add and subtract.
How did Picasso invent cubism? Pablo Picasso was influenced by stylised, non-naturalistic African masks that depict a human figure.
Artists create. Constantly seeking inspiration. They think creatively about random objects. Jobs said creativity is linking things. Creative people feel terrible when asked how they achieved something unique because they didn't do it all. They saw innovation. They had mastered connecting and synthesizing experiences.
Use this in your daily life.
On your phone, there is a note-taking app. Ideas for what you desire to learn should be written down. It may be learning a new language, calligraphy, or anything else that inspires or intrigues you.
Note any ideas you have, quotations, or any information that strikes you as important.
Spend time with smart individuals, that is the most important thing. Jim Rohn, a well-known motivational speaker, has observed that we are the average of the five people with whom we spend the most time.
Learning alone won't get you very far. You need to put what you've learnt into practice. If you don't use your knowledge and skills, they are useless.
3. Develop the ability to refuse.
Steve Jobs deleted thousands of items when he created Apple's design ethic. Saying no to distractions meant upsetting customers and partners.
John Sculley, the former CEO of Apple, said something like this. According to Sculley, Steve’s methodology differs from others as he always believed that the most critical decisions are things you choose not to do.
Use this in your daily life.
Never be afraid to say "no," "I won't," or "I don't want to." Keep it simple. This method works well in some situations.
Give a different option. For instance, X might be interested even if I won't be able to achieve it.
Control your top priority. Before saying yes to anything, make sure your work schedule and priority list are up to date.
4. Follow your passion
“Follow your passion” is the worst advice people can give you. Steve Jobs didn't start Apple because he suddenly loved computers. He wanted to help others attain their maximum potential.
Great things take a lot of work, so quitting makes sense if you're not passionate. Jobs learned from history that successful people were passionate about their work and persisted through challenges.
Use this in your daily life.
Stay away from your passion. Allow it to develop daily. Keep working at your 9-5-hour job while carefully gauging your level of desire and endurance. Less risk exists.
The truth is that if you decide to work on a project by yourself rather than in a group, it will take you years to complete it instead of a week. Instead, network with others who have interests in common.
Prepare a fallback strategy in case things go wrong.
Success, this small two-syllable word eventually gives your life meaning, a perspective. What is success? For most, it's achieving their ambitions. However, there's a catch. Successful people aren't always happy.
Furthermore, where do people’s goals and achievements end? It’s a never-ending process. Success is a journey, not a destination. We wish you not to lose your way on this journey.
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