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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
Read original post.
More on Web3 & Crypto
Langston Thomas
3 years ago
A Simple Guide to NFT Blockchains
Ethereum's blockchain rules NFTs. Many consider it the one-stop shop for NFTs, and it's become the most talked-about and trafficked blockchain in existence.
Other blockchains are becoming popular in NFTs. Crypto-artists and NFT enthusiasts have sought new places to mint and trade NFTs due to Ethereum's high transaction costs and environmental impact.
When choosing a blockchain to mint on, there are several factors to consider. Size, creator costs, consumer spending habits, security, and community input are important. We've created a high-level summary of blockchains for NFTs to help clarify the fast-paced world of web3 tech.
Ethereum
Ethereum currently has the most NFTs. It's decentralized and provides financial and legal services without intermediaries. It houses popular NFT marketplaces (OpenSea), projects (CryptoPunks and the Bored Ape Yacht Club), and artists (Pak and Beeple).
It's also expensive and energy-intensive. This is because Ethereum works using a Proof-of-Work (PoW) mechanism. PoW requires computers to solve puzzles to add blocks and transactions to the blockchain. Solving these puzzles requires a lot of computer power, resulting in astronomical energy loss.
You should consider this blockchain first due to its popularity, security, decentralization, and ease of use.
Solana
Solana is a fast programmable blockchain. Its proof-of-history and proof-of-stake (PoS) consensus mechanisms eliminate complex puzzles. Reduced validation times and fees result.
PoS users stake their cryptocurrency to become a block validator. Validators get SOL. This encourages and rewards users to become stakers. PoH works with PoS to cryptographically verify time between events. Solana blockchain ensures transactions are in order and found by the correct leader (validator).
Solana's PoS and PoH mechanisms keep transaction fees and times low. Solana isn't as popular as Ethereum, so there are fewer NFT marketplaces and blockchain traders.
Tezos
Tezos is a greener blockchain. Tezos rose in 2021. Hic et Nunc was hailed as an economic alternative to Ethereum-centric marketplaces until Nov. 14, 2021.
Similar to Solana, Tezos uses a PoS consensus mechanism and only a PoS mechanism to reduce computational work. This blockchain uses two million times less energy than Ethereum. It's cheaper than Ethereum (but does cost more than Solana).
Tezos is a good place to start minting NFTs in bulk. Objkt is the largest Tezos marketplace.
Flow
Flow is a high-performance blockchain for NFTs, games, and decentralized apps (dApps). Flow is built with scalability in mind, so billions of people could interact with NFTs on the blockchain.
Flow became the NBA's blockchain partner in 2019. Flow, a product of Dapper labs (the team behind CryptoKitties), launched and hosts NBA Top Shot, making the blockchain integral to the popularity of non-fungible tokens.
Flow uses PoS to verify transactions, like Tezos. Developers are working on a model to handle 10,000 transactions per second on the blockchain. Low transaction fees.
Flow NFTs are tradeable on Blocktobay, OpenSea, Rarible, Foundation, and other platforms. NBA, NFL, UFC, and others have launched NFT marketplaces on Flow. Flow isn't as popular as Ethereum, resulting in fewer NFT marketplaces and blockchain traders.
Asset Exchange (WAX)
WAX is king of virtual collectibles. WAX is popular for digitalized versions of legacy collectibles like trading cards, figurines, memorabilia, etc.
Wax uses a PoS mechanism, but also creates carbon offset NFTs and partners with Climate Care. Like Flow, WAX transaction fees are low, and network fees are redistributed to the WAX community as an incentive to collectors.
WAX marketplaces host Topps, NASCAR, Hot Wheels, and cult classic film franchises like Godzilla, The Princess Bride, and Spiderman.
Binance Smart Chain
BSC is another good option for balancing fees and performance. High-speed transactions and low fees hurt decentralization. BSC is most centralized.
Binance Smart Chain uses Proof of Staked Authority (PoSA) to support a short block time and low fees. The 21 validators needed to run the exchange switch every 24 hours. 11 of the 21 validators are directly connected to the Binance Crypto Exchange, according to reports.
While many in the crypto and NFT ecosystems dislike centralization, the BSC NFT market picked up speed in 2021. OpenBiSea, AirNFTs, JuggerWorld, and others are gaining popularity despite not having as robust an ecosystem as Ethereum.
Sam Hickmann
3 years ago
A quick guide to formatting your text on INTΞGRITY
[06/20/2022 update] We have now implemented a powerful text editor, but you can still use markdown.
Markdown:
Headers
SYNTAX:
# This is a heading 1
## This is a heading 2
### This is a heading 3
#### This is a heading 4
RESULT:
This is a heading 1
This is a heading 2
This is a heading 3
This is a heading 4
Emphasis
SYNTAX:
**This text will be bold**
~~Strikethrough~~
*You **can** combine them*
RESULT:
This text will be italic
This text will be bold
You can combine them
Images
SYNTAX:
RESULT:
Videos
SYNTAX:
https://www.youtube.com/watch?v=7KXGZAEWzn0
RESULT:
Links
SYNTAX:
[Int3grity website](https://www.int3grity.com)
RESULT:
Tweets
SYNTAX:
https://twitter.com/samhickmann/status/1503800505864130561
RESULT:
Blockquotes
SYNTAX:
> Human beings face ever more complex and urgent problems, and their effectiveness in dealing with these problems is a matter that is critical to the stability and continued progress of society. \- Doug Engelbart, 1961
RESULT:
Human beings face ever more complex and urgent problems, and their effectiveness in dealing with these problems is a matter that is critical to the stability and continued progress of society. - Doug Engelbart, 1961
Inline code
SYNTAX:
Text inside `backticks` on a line will be formatted like code.
RESULT:
Text inside backticks on a line will be formatted like code.
Code blocks
SYNTAX:
'''js
function fancyAlert(arg) {
if(arg) {
$.facebox({div:'#foo'})
}
}
'''
RESULT:
function fancyAlert(arg) {
if(arg) {
$.facebox({div:'#foo'})
}
}
Maths
We support LaTex to typeset math. We recommend reading the full documentation on the official website
SYNTAX:
$$[x^n+y^n=z^n]$$
RESULT:
[x^n+y^n=z^n]
Tables
SYNTAX:
| header a | header b |
| ---- | ---- |
| row 1 col 1 | row 1 col 2 |
RESULT:
| header a | header b | header c |
|---|---|---|
| row 1 col 1 | row 1 col 2 | row 1 col 3 |
Chris
2 years ago
What the World's Most Intelligent Investor Recently Said About Crypto
Cryptoshit. This thing is crazy to buy.
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.
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Rita McGrath
3 years ago
Flywheels and Funnels
Traditional sales organizations used the concept of a sales “funnel” to describe the process through which potential customers move, ending up with sales at the end. Winners today have abandoned that way of thinking in favor of building flywheels — business models in which every element reinforces every other.
Ah, the marketing funnel…
Prospective clients go through a predictable set of experiences, students learn in business school marketing classes. It looks like this:
Understanding the funnel helps evaluate sales success indicators. Gail Goodwin, former CEO of small business direct mail provider Constant Contact, said managing the pipeline was key to escaping the sluggish SaaS ramp of death.
Like the funnel concept. To predict how well your business will do, measure how many potential clients are aware of it (awareness) and how many take the next step. If 1,000 people heard about your offering and 10% showed interest, you'd have 100 at that point. If 50% of these people made buyer-like noises, you'd know how many were, etc. It helped model buying trends.
TV, magazine, and radio advertising are pricey for B2C enterprises. Traditional B2B marketing involved armies of sales reps, which was expensive and a barrier to entry.
Cracks in the funnel model
Digital has exposed the funnel's limitations. Hubspot was born at a time when buyers and sellers had huge knowledge asymmetries, according to co-founder Brian Halligan. Those selling a product could use the buyer's lack of information to become a trusted partner.
As the world went digital, getting information and comparing offerings became faster, easier, and cheaper. Buyers didn't need a seller to move through a funnel. Interactions replaced transactions, and the relationship didn't end with a sale.
Instead, buyers and sellers interacted in a constant flow. In many modern models, the sale is midway through the process (particularly true with subscription and software-as-a-service models). Example:
You're creating a winding journey with many touch points, not a funnel (and lots of opportunities for customers to get lost).
From winding journey to flywheel
Beyond this revised view of an interactive customer journey, a company can create what Jim Collins famously called a flywheel. Imagine rolling a heavy disc on its axis. The first few times you roll it, you put in a lot of effort for a small response. The same effort yields faster turns as it gains speed. Over time, the flywheel gains momentum and turns without your help.
Modern digital organizations have created flywheel business models, in which any additional force multiplies throughout the business. The flywheel becomes a force multiplier, according to Collins.
Amazon is a famous flywheel example. Collins explained the concept to Amazon CEO Jeff Bezos at a corporate retreat in 2001. In The Everything Store, Brad Stone describes in his book The Everything Store how he immediately understood Amazon's levers.
The result (drawn on a napkin):
Low prices and a large selection of products attracted customers, while a focus on customer service kept them coming back, increasing traffic. Third-party sellers then increased selection. Low-cost structure supports low-price commitment. It's brilliant! Every wheel turn creates acceleration.
Where from here?
Flywheel over sales funnel! Consider these business terms.
Nick Nolan
3 years ago
How to Make $1,037,100 in 4 Months with This Weird Website
One great idea might make you rich.
Imagine having a million-dollar concept in college that made a million.
2005 precisely.
Alex Tew, 21, from Wiltshire, England, created The Million Dollar Homepage in August 2005. The idea is basic but beyond the ordinary, which is why it worked.
Alex built a 1,000,000-pixel webpage.
Each website pixel would cost $1. Since pixels are hard to discern, he sold 10x10 squares for $100.
He'd make a million if all the spots sold.
He may have thought about NFTs and the Metaverse decades ago.
MillionDollarHomepage.com launched in 2005.
Businesses and individuals could buy a website spot and add their logo, website link, and tagline. You bought an ad, but nobody visited the website.
If a few thousand people visited the website, it could drive traffic to your business's site.
Alex promised buyers the website would be up for 5 years, so it was a safe bet.
Alex's friend with a music website was the first to buy real estate on the site. Within two weeks, 4,700 pixels sold, and a tracker showed how many were sold and available.
Word-of-mouth marketing got the press's attention quickly. Everyone loves reading about new ways to make money, so it was a good news story.
By September, over 250,000 pixels had been sold, according to a BBC press release.
Alex and the website gained more media and public attention, so traffic skyrocketed. Two months after the site launched, 1,400 customers bought more than 500,000 pixels.
Businesses bought online real estate. They heard thousands visited the site, so they could get attention cheaply.
Unless you bought a few squares, I'm not sure how many people would notice your ad or click your link.
A sponge website owner emailed Alex:
“We tried Million Dollar Homepage because we were impressed at the level of ingenuity and the sheer simplicity of it. If we’re honest, we didn’t expect too much from it. Now, as a direct result, we are pitching for £18,000 GBP worth of new clients and have seen our site traffic increase over a hundred-fold. We’re even going to have to upgrade our hosting facility! It’s been exceptional.”
Web.archive.org screenshots show how the website changed.
“The idea is to create something of an internet time capsule: a homepage that is unique and permanent. Everything on the internet keeps changing so fast, it will be nice to have something that stays solid and permanent for many years. You can be a part of that!” Alex Tew, 2005
The last 1,000 pixels were sold on January 1, 2006.
By then, the homepage had hundreds of thousands of monthly visitors. Alex put the last space on eBay due to high demand.
MillionDollarWeightLoss.com won the last pixels for $38,100, bringing revenue to $1,037,100 in 4 months.
Many have tried to replicate this website's success. They've all failed.
This idea only worked because no one had seen this website before.
This winner won't be repeated, but it should inspire you to try something new and creative.
Still popular, you could buy one of the linked domains. You can't buy pixels, but you can buy an expired domain.
One link I clicked costs $59,888.
You'd own a piece of internet history if you spent that much on a domain.
Someone bought stablesgallery.co.uk after the domain expired and restored it.
Many of the linked websites have expired or been redirected, but some still link to the original. I couldn't find sponge's website. Can you?
This is a great example of how a simple creative idea can go viral.
Comment on this amazing success story.
Michael Hunter, MD
3 years ago
5 Drugs That May Increase Your Risk of Dementia
While our genes can't be changed easily, you can avoid some dementia risk factors. Today we discuss dementia and five drugs that may increase risk.
Memory loss appears to come with age, but we're not talking about forgetfulness. Sometimes losing your car keys isn't an indication of dementia. Dementia impairs the capacity to think, remember, or make judgments. Dementia hinders daily tasks.
Alzheimers is the most common dementia. Dementia is not normal aging, unlike forgetfulness. Aging increases the risk of Alzheimer's and other dementias. A family history of the illness increases your risk, according to the Mayo Clinic (USA).
Given that our genes are difficult to change (I won't get into epigenetics), what are some avoidable dementia risk factors? Certain drugs may cause cognitive deterioration.
Today we look at four drugs that may cause cognitive decline.
Dementia and benzodiazepines
Benzodiazepine sedatives increase brain GABA levels. Example benzodiazepines:
Diazepam (Valium) (Valium)
Alprazolam (Xanax) (Xanax)
Clonazepam (Klonopin) (Klonopin)
Addiction and overdose are benzodiazepine risks. Yes! These medications don't raise dementia risk.
USC study: Benzodiazepines don't increase dementia risk in older adults.
Benzodiazepines can produce short- and long-term amnesia. This memory loss hinders memory formation. Extreme cases can permanently impair learning and memory. Anterograde amnesia is uncommon.
2. Statins and dementia
Statins reduce cholesterol. They prevent a cholesterol-making chemical. Examples:
Atorvastatin (Lipitor) (Lipitor)
Fluvastatin (Lescol XL) (Lescol XL)
Lovastatin (Altoprev) (Altoprev)
Pitavastatin (Livalo, Zypitamag) (Livalo, Zypitamag)
Pravastatin (Pravachol) (Pravachol)
Rosuvastatin (Crestor, Ezallor) (Crestor, Ezallor)
Simvastatin (Zocor) (Zocor)
This finding is contentious. Harvard's Brigham and Womens Hospital's Dr. Joann Manson says:
“I think that the relationship between statins and cognitive function remains controversial. There’s still not a clear conclusion whether they help to prevent dementia or Alzheimer’s disease, have neutral effects, or increase risk.”
This one's off the dementia list.
3. Dementia and anticholinergic drugs
Anticholinergic drugs treat many conditions, including urine incontinence. Drugs inhibit acetylcholine (a brain chemical that helps send messages between cells). Acetylcholine blockers cause drowsiness, disorientation, and memory loss.
First-generation antihistamines, tricyclic antidepressants, and overactive bladder antimuscarinics are common anticholinergics among the elderly.
Anticholinergic drugs may cause dementia. One study found that taking anticholinergics for three years or more increased the risk of dementia by 1.54 times compared to three months or less. After stopping the medicine, the danger may continue.
4. Drugs for Parkinson's disease and dementia
Cleveland Clinic (USA) on Parkinson's:
Parkinson's disease causes age-related brain degeneration. It causes delayed movements, tremors, and balance issues. Some are inherited, but most are unknown. There are various treatment options, but no cure.
Parkinson's medications can cause memory loss, confusion, delusions, and obsessive behaviors. The drug's effects on dopamine cause these issues.
A 2019 JAMA Internal Medicine study found powerful anticholinergic medications enhance dementia risk.
Those who took anticholinergics had a 1.5 times higher chance of dementia. Individuals taking antidepressants, antipsychotic drugs, anti-Parkinson’s drugs, overactive bladder drugs, and anti-epileptic drugs had the greatest risk of dementia.
Anticholinergic medicines can lessen Parkinson's-related tremors, but they slow cognitive ability. Anticholinergics can cause disorientation and hallucinations in those over 70.
5. Antiepileptic drugs and dementia
The risk of dementia from anti-seizure drugs varies with drugs. Levetiracetam (Keppra) improves Alzheimer's cognition.
One study linked different anti-seizure medications to dementia. Anti-epileptic medicines increased the risk of Alzheimer's disease by 1.15 times in the Finnish sample and 1.3 times in the German population. Depakote, Topamax are drugs.