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

Yogesh Rawal
3 years ago
Blockchain to solve growing privacy challenges
Most online activity is now public. Businesses collect, store, and use our personal data to improve sales and services.
In 2014, Uber executives and employees were accused of spying on customers using tools like maps. Another incident raised concerns about the use of ‘FaceApp'. The app was created by a small Russian company, and the photos can be used in unexpected ways. The Cambridge Analytica scandal exposed serious privacy issues. The whole incident raised questions about how governments and businesses should handle data. Modern technologies and practices also make it easier to link data to people.
As a result, governments and regulators have taken steps to protect user data. The General Data Protection Regulation (GDPR) was introduced by the EU to address data privacy issues. The law governs how businesses collect and process user data. The Data Protection Bill in India and the General Data Protection Law in Brazil are similar.
Despite the impact these regulations have made on data practices, a lot of distance is yet to cover.
Blockchain's solution
Blockchain may be able to address growing data privacy concerns. The technology protects our personal data by providing security and anonymity. The blockchain uses random strings of numbers called public and private keys to maintain privacy. These keys allow a person to be identified without revealing their identity. Blockchain may be able to ensure data privacy and security in this way. Let's dig deeper.
Financial transactions
Online payments require third-party services like PayPal or Google Pay. Using blockchain can eliminate the need to trust third parties. Users can send payments between peers using their public and private keys without providing personal information to a third-party application. Blockchain will also secure financial data.
Healthcare data
Blockchain technology can give patients more control over their data. There are benefits to doing so. Once the data is recorded on the ledger, patients can keep it secure and only allow authorized access. They can also only give the healthcare provider part of the information needed.
The major challenge
We tried to figure out how blockchain could help solve the growing data privacy issues. However, using blockchain to address privacy concerns has significant drawbacks. Blockchain is not designed for data privacy. A ‘distributed' ledger will be used to store the data. Another issue is the immutability of blockchain. Data entered into the ledger cannot be changed or deleted. It will be impossible to remove personal data from the ledger even if desired.
MIT's Enigma Project aims to solve this. Enigma's ‘Secret Network' allows nodes to process data without seeing it. Decentralized applications can use Secret Network to use encrypted data without revealing it.
Another startup, Oasis Labs, uses blockchain to address data privacy issues. They are working on a system that will allow businesses to protect their customers' data.
Conclusion
Blockchain technology is already being used. Several governments use blockchain to eliminate centralized servers and improve data security. In this information age, it is vital to safeguard our data. How blockchain can help us in this matter is still unknown as the world explores the technology.

Juxtathinka
3 years ago
Why Is Blockchain So Popular?
What is Bitcoin?
The blockchain is a shared, immutable ledger that helps businesses record transactions and track assets. The blockchain can track tangible assets like cars, houses, and land. Tangible assets like intellectual property can also be tracked on the blockchain.
Imagine a blockchain as a distributed database split among computer nodes. A blockchain stores data in blocks. When a block is full, it is closed and linked to the next. As a result, all subsequent information is compiled into a new block that will be added to the chain once it is filled.
The blockchain is designed so that adding a transaction requires consensus. That means a majority of network nodes must approve a transaction. No single authority can control transactions on the blockchain. The network nodes use cryptographic keys and passwords to validate each other's transactions.
Blockchain History
The blockchain was not as popular in 1991 when Stuart Haber and W. Scott Stornetta worked on it. The blocks were designed to prevent tampering with document timestamps. Stuart Haber and W. Scott Stornetta improved their work in 1992 by using Merkle trees to increase efficiency and collect more documents on a single block.
In 2004, he developed Reusable Proof of Work. This system allows users to verify token transfers in real time. Satoshi Nakamoto invented distributed blockchains in 2008. He improved the blockchain design so that new blocks could be added to the chain without being signed by trusted parties.
Satoshi Nakomoto mined the first Bitcoin block in 2009, earning 50 Bitcoins. Then, in 2013, Vitalik Buterin stated that Bitcoin needed a scripting language for building decentralized applications. He then created Ethereum, a new blockchain-based platform for decentralized apps. Since the Ethereum launch in 2015, different blockchain platforms have been launched: from Hyperledger by Linux Foundation, EOS.IO by block.one, IOTA, NEO and Monero dash blockchain. The block chain industry is still growing, and so are the businesses built on them.
Blockchain Components
The Blockchain is made up of many parts:
1. Node: The node is split into two parts: full and partial. The full node has the authority to validate, accept, or reject any transaction. Partial nodes or lightweight nodes only keep the transaction's hash value. It doesn't keep a full copy of the blockchain, so it has limited storage and processing power.
2. Ledger: A public database of information. A ledger can be public, decentralized, or distributed. Anyone on the blockchain can access the public ledger and add data to it. It allows each node to participate in every transaction. The distributed ledger copies the database to all nodes. A group of nodes can verify transactions or add data blocks to the blockchain.
3. Wallet: A blockchain wallet allows users to send, receive, store, and exchange digital assets, as well as monitor and manage their value. Wallets come in two flavors: hardware and software. Online or offline wallets exist. Online or hot wallets are used when online. Without an internet connection, offline wallets like paper and hardware wallets can store private keys and sign transactions. Wallets generally secure transactions with a private key and wallet address.
4. Nonce: A nonce is a short term for a "number used once''. It describes a unique random number. Nonces are frequently generated to modify cryptographic results. A nonce is a number that changes over time and is used to prevent value reuse. To prevent document reproduction, it can be a timestamp. A cryptographic hash function can also use it to vary input. Nonces can be used for authentication, hashing, or even electronic signatures.
5. Hash: A hash is a mathematical function that converts inputs of arbitrary length to outputs of fixed length. That is, regardless of file size, the hash will remain unique. A hash cannot generate input from hashed output, but it can identify a file. Hashes can be used to verify message integrity and authenticate data. Cryptographic hash functions add security to standard hash functions, making it difficult to decipher message contents or track senders.
Blockchain: Pros and Cons
The blockchain provides a trustworthy, secure, and trackable platform for business transactions quickly and affordably. The blockchain reduces paperwork, documentation errors, and the need for third parties to verify transactions.
Blockchain security relies on a system of unaltered transaction records with end-to-end encryption, reducing fraud and unauthorized activity. The blockchain also helps verify the authenticity of items like farm food, medicines, and even employee certification. The ability to control data gives users a level of privacy that no other platform can match.
In the case of Bitcoin, the blockchain can only handle seven transactions per second. Unlike Hyperledger and Visa, which can handle ten thousand transactions per second. Also, each participant node must verify and approve transactions, slowing down exchanges and limiting scalability.
The blockchain requires a lot of energy to run. In addition, the blockchain is not a hugely distributable system and it is destructible. The security of the block chain can be compromised by hackers; it is not completely foolproof. Also, since blockchain entries are immutable, data cannot be removed. The blockchain's high energy consumption and limited scalability reduce its efficiency.
Why Is Blockchain So Popular?
The blockchain is a technology giant. In 2018, 90% of US and European banks began exploring blockchain's potential. In 2021, 24% of companies are expected to invest $5 million to $10 million in blockchain. By the end of 2024, it is expected that corporations will spend $20 billion annually on blockchain technical services.
Blockchain is used in cryptocurrency, medical records storage, identity verification, election voting, security, agriculture, business, and many other fields. The blockchain offers a more secure, decentralized, and less corrupt system of making global payments, which cryptocurrency enthusiasts love. Users who want to save time and energy prefer it because it is faster and less bureaucratic than banking and healthcare systems.
Most organizations have jumped on the blockchain bandwagon, and for good reason: the blockchain industry has never had more potential. The launch of IBM's Blockchain Wire, Paystack, Aza Finance and Bloom are visible proof of the wonders that the blockchain has done. The blockchain's cryptocurrency segment may not be as popular in the future as the blockchain's other segments, as evidenced by the various industries where it is used. The blockchain is here to stay, and it will be discussed for a long time, not just in tech, but in many industries.
Read original post here

Jeff Scallop
3 years ago
The Age of Decentralized Capitalism and DeFi
DeCap is DeFi's killer app.
“Software is eating the world.” Marc Andreesen, venture capitalist
DeFi. Imagine a blockchain-based alternative financial system that offers the same products and services as traditional finance, but with more variety, faster, more secure, lower cost, and simpler access.
Decentralised finance (DeFi) is a marketplace without gatekeepers or central authority managing the flow of money, where customers engage directly with smart contracts running on a blockchain.
DeFi grew exponentially in 2020/21, with Total Value Locked (an inadequate estimate for market size) topping at $100 billion. After that, it crashed.
The accumulation of funds by individuals with high discretionary income during the epidemic, the novelty of crypto trading, and the high yields given (5% APY for stablecoins on established platforms to 100%+ for risky assets) are among the primary elements explaining this exponential increase.
No longer your older brothers DeFi
Since transactions are anonymous, borrowers had to overcollateralize DeFi 1.0. To borrow $100 in stablecoins, you must deposit $150 in ETH. DeFi 1.0's business strategy raises two problems.
Why does DeFi offer interest rates that are higher than those of the conventional financial system?;
Why would somebody put down more cash than they intended to borrow?
Maxed out on their own resources, investors took loans to acquire more crypto; the demand for those loans raised DeFi yields, which kept crypto prices increasing; as crypto prices rose, investors made a return on their positions, allowing them to deposit more money and borrow more crypto.
This is a bull market game. DeFi 1.0's overcollateralization speculation is dead. Cryptocrash sank it.
The “speculation by overcollateralisation” world of DeFi 1.0 is dead
At a JP Morgan digital assets conference, institutional investors were more interested in DeFi than crypto or fintech. To me, that shows DeFi 2.0's institutional future.
DeFi 2.0 protocols must handle KYC/AML, tax compliance, market abuse, and cybersecurity problems to be institutional-ready.
Stablecoins gaining market share under benign regulation and more CBDCs coming online in the next couple of years could help DeFi 2.0 separate from crypto volatility.
DeFi 2.0 will have a better footing to finally decouple from crypto volatility
Then we can transition from speculation through overcollateralization to DeFi's genuine comparative advantages: cheaper transaction costs, near-instant settlement, more efficient price discovery, faster time-to-market for financial innovation, and a superior audit trail.
Akin to Amazon for financial goods
Amazon decimated brick-and-mortar shops by offering millions of things online, warehouses by keeping just-in-time inventory, and back-offices by automating invoicing and payments. Software devoured retail. DeFi will eat banking with software.
DeFi is the Amazon for financial items that will replace fintech. Even the most advanced internet brokers offer only 100 currency pairings and limited bonds, equities, and ETFs.
Old banks settlement systems and inefficient, hard-to-upgrade outdated software harm them. For advanced gamers, it's like driving an F1 vehicle on dirt.
It is like driving a F1 car on a dirt road, for the most sophisticated players
Central bankers throughout the world know how expensive and difficult it is to handle cross-border payments using the US dollar as the reserve currency, which is vulnerable to the economic cycle and geopolitical tensions.
Decentralization is the only method to deliver 24h global financial markets. DeFi 2.0 lets you buy and sell startup shares like Google or Tesla. VC funds will trade like mutual funds. Or create a bundle coverage for your car, house, and NFTs. Defi 2.0 consumes banking and creates Global Wall Street.
Defi 2.0 is how software eats banking and delivers the global Wall Street
Decentralized Capitalism is Emerging
90% of markets are digital. 10% is hardest to digitalize. That's money creation, ID, and asset tokenization.
90% of financial markets are already digital. The only problem is that the 10% left is the hardest to digitalize
Debt helped Athens construct a powerful navy that secured trade routes. Bonds financed the Renaissance's wars and supply chains. Equity fueled industrial growth. FX drove globalization's payments system. DeFi's plans:
If the 20th century was a conflict between governments and markets over economic drivers, the 21st century will be between centralized and decentralized corporate structures.
Offices vs. telecommuting. China vs. onshoring/friendshoring. Oil & gas vs. diverse energy matrix. National vs. multilateral policymaking. DAOs vs. corporations Fiat vs. crypto. TradFi vs.
An age where the network effects of the sharing economy will overtake the gains of scale of the monopolistic competition economy
This is the dawn of Decentralized Capitalism (or DeCap), an age where the network effects of the sharing economy will reach a tipping point and surpass the scale gains of the monopolistic competition economy, further eliminating inefficiencies and creating a more robust economy through better data and automation. DeFi 2.0 enables this.
DeFi needs to pay the piper now.
DeCap won't be Web3.0's Shangri-La, though. That's too much for an ailing Atlas. When push comes to shove, DeFi folks want to survive and fight another day for the revolution. If feasible, make a tidy profit.
Decentralization wasn't meant to circumvent regulation. It circumvents censorship. On-ramp, off-ramp measures (control DeFi's entry and exit points, not what happens in between) sound like a good compromise for DeFi 2.0.
The sooner authorities realize that DeFi regulation is made ex-ante by writing code and constructing smart contracts with rules, the faster DeFi 2.0 will become the more efficient and safe financial marketplace.
More crucially, we must boost system liquidity. DeFi's financial stability risks are downplayed. DeFi must improve its liquidity management if it's to become mainstream, just as banks rely on capital constraints.
This reveals the complex and, frankly, inadequate governance arrangements for DeFi protocols. They redistribute control from tokenholders to developers, which is bad governance regardless of the economic model.
But crypto can only ride the existing banking system for so long before forming its own economy. DeFi will upgrade web2.0's financial rails till then.
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Michelle Teheux
3 years ago
Get Real, All You Grateful Laid-Off LinkedIn Users
WTF is wrong with you people?
When I was laid off as editor of my town's daily newspaper, I went silent on social media. I knew it was coming and had been quietly removing personal items each day, but the pain was intense.
I posted a day later. I didn't bad-mouth GateHouse Media but expressed my sadness at leaving the newspaper industry, pride in my accomplishments, and hope for success in another industry.
Normal job-loss response.
What do you recognize as abnormal?
The bullshit I’ve been reading from laid-off folks on LinkedIn.
If you're there, you know. Many Twitter or Facebook/Meta employees recently lost their jobs.
Well, many of them did not “lose their job,” actually. They were “impacted by the layoffs” at their former employer. I keep seeing that phrase.
Why don’t they want to actually say it? Why the euphemism?
Many are excited about the opportunities ahead. The jobless deny being sad.
They're ecstatic! They have big plans.
Hope so. Sincerely! Being laid off stinks, especially if, like me, your skills are obsolete. It's worse if, like me, you're too old to start a new career. Ageism exists despite denials.
Nowadays, professionalism seems to demand psychotic levels of fake optimism.
Why? Life is unpredictable. That's indisputable. You shouldn't constantly complain or cry in public, but you also shouldn't pretend everything's great.
It makes you look psychotic, not positive. It's like saying at work:
“I was impacted by the death of my spouse of 20 years this week, and many of you have reached out to me, expressing your sympathy. However, I’m choosing to remember the amazing things we shared. I feel confident that there is another marriage out there for me, and after taking a quiet weekend trip to reset myself, I’ll be out there looking for the next great marital adventure! #staypositive #available #opentolove
Also:
“Now looking for our next #dreamhome after our entire neighborhood was demolished by a wildfire last night. We feel so lucky to have lived near so many amazing and inspirational neighbors, all of whom we will miss as we go on our next housing adventure. The best house for us is yet to come! If you have a great neighborhood you’d recommend, please feel free to reach out and touch base with us! #newhouse #newneighborhood #newlife
Admit it. That’s creepy.
The constant optimism makes me feel sick to my stomach.
Viscerally.
I hate fakes.
Imagine a fake wood grain desk. Wouldn't it be better if the designer accepted that it's plastic and went with that?
Real is better but not always nice. When something isn't nice, you don't have to go into detail, but you also shouldn't pretend it's great.
How to announce your job loss to the world.
Do not pretend to be happy, but don't cry and drink vodka all afternoon.
Say you loved your job, and that you're looking for new opportunities.
Yes, if you'll miss your coworkers. Otherwise, don't badmouth. No bridge-burning!
Please specify the job you want. You may want to pivot.
Alternatively, try this.
You could always flame out.
If you've pushed yourself too far into toxic positivity, you may be ready to burn it all down. If so, make it worthwhile by writing something like this:
Well, I was shitcanned by the losers at #Acme today. That bitch Linda in HR threw me under the bus just because she saw that one of my “friends” tagged me in some beach pics on social media after I called in sick with Covid. The good thing is I will no longer have to watch my ass around that #asspincher Ron in accounting, but I’m sad that I will no longer have a cushy job with high pay or access to the primo office supplies I’ve been sneaking home for the last five years. (Those gel pens were the best!) I am going to be taking some time off to enjoy my unemployment and hammer down shots of Jägermeister but in about five months I’ll be looking for anything easy with high pay and great benefits. Reach out if you can help! #officesupplies #unemploymentrocks #drinkinglikeagirlboss #acmesucks
It beats the fake positivity.

Paul DelSignore
2 years ago
The stunning new free AI image tool is called Leonardo AI.
Leonardo—The New Midjourney?
Users are comparing the new cowboy to Midjourney.
Leonardo.AI creates great photographs and has several unique capabilities I haven't seen in other AI image systems.
Midjourney's quality photographs are evident in the community feed.
Create Pictures Using Models
You can make graphics using platform models when you first enter the app (website):
Luma, Leonardo creative, Deliberate 1.1.
Clicking a model displays its description and samples:
Click Generate With This Model.
Then you can add your prompt, alter models, photos, sizes, and guide scale in a sleek UI.
Changing Pictures
Leonardo's Canvas editor lets you change created images by hovering over them:
The editor opens with masking, erasing, and picture download.
Develop Your Own Models
I've never seen anything like Leonardo's model training feature.
Upload a handful of similar photographs and save them as a model for future images. Share your model with the community.
You can make photos using your own model and a community-shared set of fine-tuned models:
Obtain Leonardo access
Leonardo is currently free.
Visit Leonardo.ai and click "Get Early Access" to receive access.
Add your email to receive a link to join the discord channel. Simply describe yourself and fill out a form to join the discord channel.
Please go to 👑│introductions to make an introduction and ✨│priority-early-access will be unlocked, you must fill out a form and in 24 hours or a little more (due to demand), the invitation will be sent to you by email.
I got access in two hours, so hopefully you can too.
Last Words
I know there are many AI generative platforms, some free and some expensive, but Midjourney produces the most artistically stunning images and art.
Leonardo is the closest I've seen to Midjourney, but Midjourney is still the leader.
It's free now.
Leonardo's fine-tuned model selections, model creation, image manipulation, and output speed and quality make it a great AI image toolbox addition.

Maria Stepanova
3 years ago
How Elon Musk Picks Things Up Quicker Than Anyone Else
Adopt Elon Musk's learning strategy to succeed.
Medium writers rank first and second when you Google “Elon Musk's learning approach”.
My article idea seems unoriginal. Lol
Musk is brilliant.
No doubt here.
His name connotes success and intelligence.
He knows rocket science, engineering, AI, and solar power.
Musk is a Unicorn, but his skills aren't special.
How does he manage it?
Elon Musk has two learning rules that anyone may use.
You can apply these rules and become anyone you want.
You can become a rocket scientist or a surgeon. If you want, of course.
The learning process is key.
Make sure you are creating a Tree of Knowledge according to Rule #1.
Musk told Reddit how he learns:
“It is important to view knowledge as sort of a semantic tree — make sure you understand the fundamental principles, i.e. the trunk and big branches, before you get into the leaves/details or there is nothing for them to hang onto.”
Musk understands the essential ideas and mental models of each of his business sectors.
He starts with the tree's trunk, making sure he learns the basics before going on to branches and leaves.
We often act otherwise. We memorize small details without understanding how they relate to the whole. Our minds are stuffed with useless data.
Cramming isn't learning.
Start with the basics to learn faster. Before diving into minutiae, grasp the big picture.
Rule #2: You can't connect what you can't remember.
Elon Musk transformed industries this way. As his expertise grew, he connected branches and leaves from different trees.
Musk read two books a day as a child. He didn't specialize like most people. He gained from his multidisciplinary education. It helped him stand out and develop billion-dollar firms.
He gained skills in several domains and began connecting them. World-class performances resulted.
Most of us never learn the basics and only collect knowledge. We never really comprehend information, thus it's hard to apply it.
Learn the basics initially to maximize your chances of success. Then start learning.
Learn across fields and connect them.
This method enabled Elon Musk to enter and revolutionize a century-old industry.
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