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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
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More on Web3 & Crypto
CyberPunkMetalHead
3 years ago
Developed an automated cryptocurrency trading tool for nearly a year before unveiling it this month.
Overview
I'm happy to provide this important update. We've worked on this for a year and a half, so I'm glad to finally write it. We named the application AESIR because we’ve love Norse Mythology. AESIR automates and runs trading strategies.
Volatility, technical analysis, oscillators, and other signals are currently supported by AESIR.
Additionally, we enhanced AESIR's ability to create distinctive bespoke signals by allowing it to analyze many indicators and produce a single signal.
AESIR has a significant social component that allows you to copy the best-performing public setups and use them right away.
Enter your email here to be notified when AEISR launches.
Views on algorithmic trading
First, let me clarify. Anyone who claims algorithmic trading platforms are money-printing plug-and-play devices is a liar. Algorithmic trading platforms are a collection of tools.
A trading algorithm won't make you a competent trader if you lack a trading strategy and yolo your funds without testing. It may hurt your trade. Test and alter your plans to account for market swings, but comprehend market signals and trends.
Status Report
Throughout closed beta testing, we've communicated closely with users to design a platform they want to use.
To celebrate, we're giving you free Aesir Viking NFTs and we cover gas fees.
Why use a trading Algorithm?
Automating a successful manual approach
experimenting with and developing solutions that are impossible to execute manually
One AESIR strategy lets you buy any cryptocurrency that rose by more than x% in y seconds.
AESIR can scan an exchange for coins that have gained more than 3% in 5 minutes. It's impossible to manually analyze over 1000 trading pairings every 5 minutes. Auto buy dips or DCA around a Dip
Sneak Preview
Here's the Leaderboard, where you can clone the best public settings.
As a tiny, self-funded team, we're excited to unveil our product. It's a beta release, so there's still more to accomplish, but we know where we stand.
If this sounds like a project that you might want to learn more about, you can sign up to our newsletter and be notified when AESIR launches.
Useful Links:
Join the Discord | Join our subreddit | Newsletter | Mint Free NFT
Trent Lapinski
4 years ago
What The Hell Is A Crypto Punk?
We are Crypto Punks, and we are changing your world.
A “Crypto Punk” is a new generation of entrepreneurs who value individual liberty and collective value creation and co-creation through decentralization. While many Crypto Punks were born and raised in a digital world, some of the early pioneers in the crypto space are from the Oregon Trail generation. They were born to an analog world, but grew up simultaneously alongside the birth of home computing, the Internet, and mobile computing.
A Crypto Punk’s world view is not the same as previous generations. By the time most Crypto Punks were born everything from fiat currency, the stock market, pharmaceuticals, the Internet, to advanced operating systems and microprocessing were already present or emerging. Crypto Punks were born into pre-existing conditions and systems of control, not governed by logic or reason but by greed, corporatism, subversion, bureaucracy, censorship, and inefficiency.
All Systems Are Human Made
Crypto Punks understand that all systems were created by people and that previous generations did not have access to information technologies that we have today. This is why Crypto Punks have different values than their parents, and value liberty, decentralization, equality, social justice, and freedom over wealth, money, and power. They understand that the only path forward is to work together to build new and better systems that make the old world order obsolete.
Unlike the original cypher punks and cyber punks, Crypto Punks are a new iteration or evolution of these previous cultures influenced by cryptography, blockchain technology, crypto economics, libertarianism, holographics, democratic socialism, and artificial intelligence. They are tasked with not only undoing the mistakes of previous generations, but also innovating and creating new ways of solving complex problems with advanced technology and solutions.
Where Crypto Punks truly differ is in their understanding that computer systems can exist for more than just engagement and entertainment, but actually improve the human condition by automating bureaucracy and inefficiency by creating more efficient economic incentives and systems.
Crypto Punks Value Transparency and Do Not Trust Flawed, Unequal, and Corrupt Systems
Crypto Punks have a strong distrust for inherently flawed and corrupt systems. This why Crypto Punks value transparency, free speech, privacy, and decentralization. As well as arguably computer systems over human powered systems.
Crypto Punks are the children of the Great Recession, and will never forget the economic corruption that still enslaves younger generations.
Crypto Punks were born to think different, and raised by computers to view reality through an LED looking glass. They will not surrender to the flawed systems of economic wage slavery, inequality, censorship, and subjection. They will literally engineer their own unstoppable financial systems and trade in cryptography over fiat currency merely to prove that belief systems are more powerful than corruption.
Crypto Punks are here to help achieve freedom from world governments, corporations and bankers who monetizine our data to control our lives.
Crypto Punks Decentralize
Despite all the evils of the world today, Crypto Punks know they have the power to create change. This is why Crypto Punks are optimistic about the future despite all the indicators that humanity is destined for failure.
Crypto Punks believe in systems that prioritize people and the planet above profit. Even so, Crypto Punks still believe in capitalistic systems, but only capitalistic systems that incentivize good behaviors that do not violate the common good for the sake of profit.
Cyber Punks Are Co-Creators
We are Crypto Punks, and we will build a better world for all of us. For the true price of creation is not in US dollars, but through working together as equals to replace the unequal and corrupt greedy systems of previous generations.
Where they have failed, Crypto Punks will succeed. Not because we want to, but because we have to. The world we were born into is so corrupt and its systems so flawed and unequal we were never given a choice.
We have to be the change we seek.
We are Crypto Punks.
Either help us, or get out of our way.
Are you a Crypto Punk?
Scott Hickmann
4 years ago
Welcome
Welcome to Integrity's Web3 community!
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Shalitha Suranga
3 years ago
The Top 5 Mathematical Concepts Every Programmer Needs to Know
Using math to write efficient code in any language
Programmers design, build, test, and maintain software. Employ cases and personal preferences determine the programming languages we use throughout development. Mobile app developers use JavaScript or Dart. Some programmers design performance-first software in C/C++.
A generic source code includes language-specific grammar, pre-implemented function calls, mathematical operators, and control statements. Some mathematical principles assist us enhance our programming and problem-solving skills.
We all use basic mathematical concepts like formulas and relational operators (aka comparison operators) in programming in our daily lives. Beyond these mathematical syntaxes, we'll see discrete math topics. This narrative explains key math topics programmers must know. Master these ideas to produce clean and efficient software code.
Expressions in mathematics and built-in mathematical functions
A source code can only contain a mathematical algorithm or prebuilt API functions. We develop source code between these two ends. If you create code to fetch JSON data from a RESTful service, you'll invoke an HTTP client and won't conduct any math. If you write a function to compute the circle's area, you conduct the math there.
When your source code gets more mathematical, you'll need to use mathematical functions. Every programming language has a math module and syntactical operators. Good programmers always consider code readability, so we should learn to write readable mathematical expressions.
Linux utilizes clear math expressions.
Inbuilt max and min functions can minimize verbose if statements.
How can we compute the number of pages needed to display known data? In such instances, the ceil function is often utilized.
import math as m
results = 102
items_per_page = 10
pages = m.ceil(results / items_per_page)
print(pages)Learn to write clear, concise math expressions.
Combinatorics in Algorithm Design
Combinatorics theory counts, selects, and arranges numbers or objects. First, consider these programming-related questions. Four-digit PIN security? what options exist? What if the PIN has a prefix? How to locate all decimal number pairs?
Combinatorics questions. Software engineering jobs often require counting items. Combinatorics counts elements without counting them one by one or through other verbose approaches, therefore it enables us to offer minimum and efficient solutions to real-world situations. Combinatorics helps us make reliable decision tests without missing edge cases. Write a program to see if three inputs form a triangle. This is a question I commonly ask in software engineering interviews.
Graph theory is a subfield of combinatorics. Graph theory is used in computerized road maps and social media apps.
Logarithms and Geometry Understanding
Geometry studies shapes, angles, and sizes. Cartesian geometry involves representing geometric objects in multidimensional planes. Geometry is useful for programming. Cartesian geometry is useful for vector graphics, game development, and low-level computer graphics. We can simply work with 2D and 3D arrays as plane axes.
GetWindowRect is a Windows GUI SDK geometric object.
High-level GUI SDKs and libraries use geometric notions like coordinates, dimensions, and forms, therefore knowing geometry speeds up work with computer graphics APIs.
How does exponentiation's inverse function work? Logarithm is exponentiation's inverse function. Logarithm helps programmers find efficient algorithms and solve calculations. Writing efficient code involves finding algorithms with logarithmic temporal complexity. Programmers prefer binary search (O(log n)) over linear search (O(n)). Git source specifies O(log n):
Logarithms aid with programming math. Metas Watchman uses a logarithmic utility function to find the next power of two.
Employing Mathematical Data Structures
Programmers must know data structures to develop clean, efficient code. Stack, queue, and hashmap are computer science basics. Sets and graphs are discrete arithmetic data structures. Most computer languages include a set structure to hold distinct data entries. In most computer languages, graphs can be represented using neighboring lists or objects.
Using sets as deduped lists is powerful because set implementations allow iterators. Instead of a list (or array), store WebSocket connections in a set.
Most interviewers ask graph theory questions, yet current software engineers don't practice algorithms. Graph theory challenges become obligatory in IT firm interviews.
Recognizing Applications of Recursion
A function in programming isolates input(s) and output(s) (s). Programming functions may have originated from mathematical function theories. Programming and math functions are different but similar. Both function types accept input and return value.
Recursion involves calling the same function inside another function. In its implementation, you'll call the Fibonacci sequence. Recursion solves divide-and-conquer software engineering difficulties and avoids code repetition. I recently built the following recursive Dart code to render a Flutter multi-depth expanding list UI:
Recursion is not the natural linear way to solve problems, hence thinking recursively is difficult. Everything becomes clear when a mathematical function definition includes a base case and recursive call.
Conclusion
Every codebase uses arithmetic operators, relational operators, and expressions. To build mathematical expressions, we typically employ log, ceil, floor, min, max, etc. Combinatorics, geometry, data structures, and recursion help implement algorithms. Unless you operate in a pure mathematical domain, you may not use calculus, limits, and other complex math in daily programming (i.e., a game engine). These principles are fundamental for daily programming activities.
Master the above math fundamentals to build clean, efficient code.
Tora Northman
3 years ago
Pixelmon NFTs are so bad, they are almost good!
Bored Apes prices continue to rise, HAPEBEAST launches, Invisible Friends hype continues to grow. Sadly, not all projects are as successful.
Of course, there are many factors to consider when buying an NFT. Is the project a scam? Will the reveal derail the project? Possibly, but when Pixelmon first teased its launch, it generated a lot of buzz.
With a primary sale mint price of 3 ETH ($8,100 USD), it started as an expensive project, with plenty of fans willing to invest in what was sold as a game. After it was revealed, it fell rapidly.
Why? It was overpromised and under delivered.
According to the project's creator[^1], the funds generated will be used to develop the artwork. "The Pixelmon reveal was wrong. This is what our Pixelmon look like in-game. "Despite the fud, I will not go anywhere," he wrote on Twitter. The goal remains. The funds will still be used to build our game. I will finish this project."
The project raised $70 million USD, but the NFTs buyers received were not the project's original teasers. Some call it "the worst NFT project ever," while others call it a complete scam.
But there's hope for some buyers. Kevin emerged from the ashes as the project was roasted over the fire.
A Minecraft character meets Salad Fingers - that's Kevin. He's a frog-like creature whose reveal was such a terrible NFT that it became part of history – and a meme.
If you're laughing at people paying $8K for a silly pixelated image, you might need to take it back. Precisely because of this, lucky holders who minted Kevin have been able to sell the now-memed NFT for over 8 ETH (around $24,000 USD), with some currently listed for 100 ETH.
Of course, Twitter has been awash in memes mocking those who invested in the project, because what else can you do when so many people lose money?
It's still unclear if the NFT project is a scam, but the team behind it was hired on Upwork. There's still hope for redemption, but Kevin's rise to fame appears to be the only positive outcome so far.
[^1] This is not the first time the creator (A 20-yo New Zealanders) has sought money via an online platform and had people claiming he under-delivered. He raised $74,000 on Kickstarter for a card game called Psycho Chicken. There are hundreds of comments on the Kickstarter project saying they haven't received the product and pleading for a refund or an update.
Will Lockett
3 years ago
Tesla recently disclosed its greatest secret.
The VP has revealed a secret that should frighten the rest of the EV world.
Tesla led the EV revolution. Elon Musk's invention offers a viable alternative to gas-guzzlers. Tesla has lost ground in recent years. VW, BMW, Mercedes, and Ford offer EVs with similar ranges, charging speeds, performance, and cost. Tesla's next-generation 4680 battery pack, Roadster, Cybertruck, and Semi were all delayed. CATL offers superior batteries than the 4680. Martin Viecha, Tesla's Vice President, recently told Business Insider something that startled the EV world and will establish Tesla as the EV king.
Viecha mentioned that Tesla's production costs have dropped 57% since 2017. This isn't due to cheaper batteries or devices like Model 3. No, this is due to amazing factory efficiency gains.
Musk wasn't crazy to want a nearly 100% automated production line, and Tesla's strategy of sticking with one model and improving it has paid off. Others change models every several years. This implies they must spend on new R&D, set up factories, and modernize service and parts systems. All of this costs a ton of money and prevents them from refining production to cut expenses.
Meanwhile, Tesla updates its vehicles progressively. Everything from the backseats to the screen has been enhanced in a 2022 Model 3. Tesla can refine, standardize, and cheaply produce every part without changing the production line.
In 2017, Tesla's automobile production averaged $84,000. In 2022, it'll be $36,000.
Mr. Viecha also claimed that new factories in Shanghai and Berlin will be significantly cheaper to operate once fully operating.
Tesla's hand is visible. Tesla selling $36,000 cars for $60,000 This barely beats the competition. Model Y long-range costs just over $60,000. Tesla makes $24,000+ every sale, giving it a 40% profit margin, one of the best in the auto business.
VW I.D4 costs about the same but makes no profit. Tesla's rivals face similar challenges. Their EVs make little or no profit.
Tesla costs the same as other EVs, but they're in a different league.
But don't forget that the battery pack accounts for 40% of an EV's cost. Tesla may soon fully utilize its 4680 battery pack.
The 4680 battery pack has larger cells and a unique internal design. This means fewer cells are needed for a car, making it cheaper to assemble and produce (per kWh). Energy density and charge speeds increase slightly.
Tesla underestimated the difficulty of making this revolutionary new cell. Each time they try to scale up production, quality drops and rejected cells rise.
Tesla recently installed this battery pack in Model Ys and is scaling production. If they succeed, Tesla battery prices will plummet.
Tesla's Model Ys 2170 battery costs $11,000. The same size pack with 4680 cells costs $3,400 less. Once scaled, it could be $5,500 (50%) less. The 4680 battery pack could reduce Tesla production costs by 20%.
With these cost savings, Tesla could sell Model Ys for $40,000 while still making a profit. They could offer a $25,000 car.
Even with new battery technology, it seems like other manufacturers will struggle to make EVs profitable.
Teslas cost about the same as competitors, so don't be fooled. Behind the scenes, they're still years ahead, and the 4680 battery pack and new factories will only increase that lead. Musk faces a first. He could sell Teslas at current prices and make billions while other manufacturers struggle. Or, he could massively undercut everyone and crush the competition once and for all. Tesla and Elon win.