:max_bytes(150000):strip_icc():gifv():format(webp)/reiff_headshot-5bfc2a60c9e77c00519a70bd.jpg)
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
Henrique Centieiro
3 years ago
DAO 101: Everything you need to know
Maybe you'll work for a DAO next! Over $1 Billion in NFTs in the Flamingo DAO Another DAO tried to buy the NFL team Denver Broncos. The UkraineDAO raised over $7 Million for Ukraine. The PleasrDAO paid $4m for a Wu-Tang Clan album that belonged to the “pharma bro.”
DAOs move billions and employ thousands. So learn what a DAO is, how it works, and how to create one!
DAO? So, what? Why is it better?
A Decentralized Autonomous Organization (DAO). Some people like to also refer to it as Digital Autonomous Organization, but I prefer the former.
They are virtual organizations. In the real world, you have organizations or companies right? These firms have shareholders and a board. Usually, anyone with authority makes decisions. It could be the CEO, the Board, or the HIPPO. If you own stock in that company, you may also be able to influence decisions. It's now possible to do something similar but much better and more equitable in the cryptocurrency world.
This article informs you:
DAOs- What are the most common DAOs, their advantages and disadvantages over traditional companies? What are they if any?
Is a DAO legally recognized?
How secure is a DAO?
I’m ready whenever you are!
A DAO is a type of company that is operated by smart contracts on the blockchain. Smart contracts are computer code that self-executes our commands. Those contracts can be any. Most second-generation blockchains support smart contracts. Examples are Ethereum, Solana, Polygon, Binance Smart Chain, EOS, etc. I think I've gone off topic. Back on track. Now let's go!
Unlike traditional corporations, DAOs are governed by smart contracts. Unlike traditional company governance, DAO governance is fully transparent and auditable. That's one of the things that sets it apart. The clarity!
A DAO, like a traditional company, has one major difference. In other words, it is decentralized. DAOs are more ‘democratic' than traditional companies because anyone can vote on decisions. Anyone! In a DAO, we (you and I) make the decisions, not the top-shots. We are the CEO and investors. A DAO gives its community members power. We get to decide.
As long as you are a stakeholder, i.e. own a portion of the DAO tokens, you can participate in the DAO. Tokens are open to all. It's just a matter of exchanging it. Ownership of DAO tokens entitles you to exclusive benefits such as governance, voting, and so on. You can vote for a move, a plan, or the DAO's next investment. You can even pitch for funding. Any ‘big' decision in a DAO requires a vote from all stakeholders. In this case, ‘token-holders'! In other words, they function like stock.
What are the 5 DAO types?
Different DAOs exist. We will categorize decentralized autonomous organizations based on their mode of operation, structure, and even technology. Here are a few. You've probably heard of them:
1. DeFi DAO
These DAOs offer DeFi (decentralized financial) services via smart contract protocols. They use tokens to vote protocol and financial changes. Uniswap, Aave, Maker DAO, and Olympus DAO are some examples. Most DAOs manage billions.
Maker DAO was one of the first protocols ever created. It is a decentralized organization on the Ethereum blockchain that allows cryptocurrency lending and borrowing without a middleman.
Maker DAO issues DAI, a stable coin. DAI is a top-rated USD-pegged stable coin.
Maker DAO has an MKR token. These token holders are in charge of adjusting the Dai stable coin policy. Simply put, MKR tokens represent DAO “shares”.
2. Investment DAO
Investors pool their funds and make investment decisions. Investing in new businesses or art is one example. Investment DAOs help DeFi operations pool capital. The Meta Cartel DAO is a community of people who want to invest in new projects built on the Ethereum blockchain. Instead of investing one by one, they want to pool their resources and share ideas on how to make better financial decisions.
Other investment DAOs include the LAO and Friends with Benefits.
3. DAO Grant/Launchpad
In a grant DAO, community members contribute funds to a grant pool and vote on how to allocate and distribute them. These DAOs fund new DeFi projects. Those in need only need to apply. The Moloch DAO is a great Grant DAO. The tokens are used to allocate capital. Also see Gitcoin and Seedify.
4. DAO Collector
I debated whether to put it under ‘Investment DAO' or leave it alone. It's a subset of investment DAOs. This group buys non-fungible tokens, artwork, and collectibles. The market for NFTs has recently exploded, and it's time to investigate. The Pleasr DAO is a collector DAO. One copy of Wu-Tang Clan's "Once Upon a Time in Shaolin" cost the Pleasr DAO $4 million. Pleasr DAO is known for buying Doge meme NFT. Collector DAOs include the Flamingo, Mutant Cats DAO, and Constitution DAOs. Don't underestimate their websites' "childish" style. They have millions.
5. Social DAO
These are social networking and interaction platforms. For example, Decentraland DAO and Friends With Benefits DAO.
What are the DAO Benefits?
Here are some of the benefits of a decentralized autonomous organization:
- They are trustless. You don’t need to trust a CEO or management team
- It can’t be shut down unless a majority of the token holders agree. The government can't shut - It down because it isn't centralized.
- It's fully democratic
- It is open-source and fully transparent.
What about DAO drawbacks?
We've been saying DAOs are the bomb? But are they really the shit? What could go wrong with DAO?
DAOs may contain bugs. If they are hacked, the results can be catastrophic.
No trade secrets exist. Because the smart contract is transparent and coded on the blockchain, it can be copied. It may be used by another organization without credit. Maybe DAOs should use Secret, Oasis, or Horizen blockchain networks.
Are DAOs legally recognized??
In most counties, DAO regulation is inexistent. It's unclear. Most DAOs don’t have a legal personality. The Howey Test and the Securities Act of 1933 determine whether DAO tokens are securities. Although most countries follow the US, this is only considered for the US. Wyoming became the first state to recognize DAOs as legal entities in July 2021 after passing a DAO bill. DAOs registered in Wyoming are thus legally recognized as business entities in the US and thus receive the same legal protections as a Limited Liability Company.
In terms of cyber-security, how secure is a DAO?
Blockchains are secure. However, smart contracts may have security flaws or bugs. This can be avoided by third-party smart contract reviews, testing, and auditing
Finally, Decentralized Autonomous Organizations are timeless. Let us examine the current situation: Ukraine's invasion. A DAO was formed to help Ukrainian troops fighting the Russians. It was named Ukraine DAO. Pleasr DAO, NFT studio Trippy Labs, and Russian art collective Pussy Riot organized this fundraiser. Coindesk reports that over $3 million has been raised in Ethereum-based tokens. AidForUkraine, a DAO aimed at supporting Ukraine's defense efforts, has launched. Accepting Solana token donations. They are fully transparent, uncensorable, and can’t be shut down or sanctioned.
DAOs are undeniably the future of blockchain. Everyone is paying attention. Personally, I believe traditional companies will soon have to choose between adapting or being left behind.
Long version of this post: https://medium.datadriveninvestor.com/dao-101-all-you-need-to-know-about-daos-275060016663
Protos
3 years ago
StableGains lost $42M in Anchor Protocol.
StableGains lost millions of dollars in customer funds in Anchor Protocol without telling its users. The Anchor Protocol offered depositors 19-20% APY before its parent ecosystem, Terra LUNA, lost tens of billions of dollars in market capitalization as LUNA fell below $0.01 and its stablecoin (UST) collapsed.
A Terra Research Forum member raised the alarm. StableGains changed its homepage and Terms and Conditions to reflect how it mitigates risk, a tacit admission that it should have done so from the start.
StableGains raised $600,000 in YCombinator's W22 batch. Moonfire, Broom Ventures, and Goodwater Capital invested $3 million more.
StableGains' 15% yield product attracted $42 million in deposits. StableGains kept most of its deposits in Anchor's UST pool earning 19-20% APY, kept one-quarter of the interest as a management fee, and then gave customers their promised 15% APY. It lost almost all customer funds when UST melted down. It changed withdrawal times, hurting customers.
- StableGains said de-pegging was unlikely. According to its website, 1 UST can be bought and sold for $1 of LUNA. LUNA became worthless, and Terra shut down its blockchain.
- It promised to diversify assets across several stablecoins to reduce the risk of one losing its $1 peg, but instead kept almost all of them in one basket.
- StableGains promised withdrawals in three business days, even if a stablecoin needed time to regain its peg. StableGains uses Coinbase for deposits and withdrawals, and customers receive the exact amount of USDC requested.
StableGains scrubs its website squeaky clean
StableGains later edited its website to say it only uses the "most trusted and tested stablecoins" and extended withdrawal times from three days to indefinite time "in extreme cases."
Previously, USDC, TerraUST (UST), and Dai were used (DAI). StableGains changed UST-related website content after the meltdown. It also removed most references to DAI.
Customers noticed a new clause in the Terms and Conditions denying StableGains liability for withdrawal losses. This new clause would have required customers to agree not to sue before withdrawing funds, avoiding a class-action lawsuit.
Customers must sign a waiver to receive a refund.
Erickson Kramer & Osborne law firm has asked StableGains to preserve all internal documents on customer accounts, marketing, and TerraUSD communications. The firm has not yet filed a lawsuit.
Thousands of StableGains customers lost an estimated $42 million.
Celsius Network customers also affected
CEL used Terra LUNA's Anchor Protocol. Celsius users lost money in the crypto market crash and UST meltdown. Many held CEL and LUNA as yielding deposits.
CEO Alex Mashinsky accused "unknown malefactors" of targeting Celsius Network without evidence. Celsius has not publicly investigated this claim as of this article's publication.
CEL fell before UST de-pegged. On June 2, 2021, it reached $8.01. May 19's close: $0.82.
When some Celsius Network users threatened to leave over token losses, Mashinsky replied, "Leave if you don't think I'm sincere and working harder than you, seven days a week."
Celsius Network withdrew $500 million from Anchor Protocol, but smaller holders had trouble.
Read original article here
Faisal Khan
2 years ago
4 typical methods of crypto market manipulation
Market fraud
Due to its decentralized and fragmented character, the crypto market has integrity difficulties.
Cryptocurrencies are an immature sector, therefore market manipulation becomes a bigger issue. Many research have attempted to uncover these abuses. CryptoCompare's newest one highlights some of the industry's most typical scams.
Why are these concerns so common in the crypto market? First, even the largest centralized exchanges remain unregulated due to industry immaturity. A low-liquidity market segment makes an attack more harmful. Finally, market surveillance solutions not implemented reduce transparency.
In CryptoCompare's latest exchange benchmark, 62.4% of assessed exchanges had a market surveillance system, although only 18.1% utilised an external solution. To address market integrity, this measure must improve dramatically. Before discussing the report's malpractices, note that this is not a full list of attacks and hacks.
Clean Trading
An investor buys and sells concurrently to increase the asset's price. Centralized and decentralized exchanges show this misconduct. 23 exchanges have a volume-volatility correlation < 0.1 during the previous 100 days, according to CryptoCompares. In August 2022, Exchange A reported $2.5 trillion in artificial and/or erroneous volume, up from $33.8 billion the month before.
Spoofing
Criminals create and cancel fake orders before they can be filled. Since manipulators can hide in larger trading volumes, larger exchanges have more spoofing. A trader placed a 20.8 BTC ask order at $19,036 when BTC was trading at $19,043. BTC declined 0.13% to $19,018 in a minute. At 18:48, the trader canceled the ask order without filling it.
Front-Running
Most cryptocurrency front-running involves inside trading. Traditional stock markets forbid this. Since most digital asset information is public, this is harder. Retailers could utilize bots to front-run.
CryptoCompare found digital wallets of people who traded like insiders on exchange listings. The figure below shows excess cumulative anomalous returns (CAR) before a coin listing on an exchange.
Finally, LAYERING is a sequence of spoofs in which successive orders are put along a ladder of greater (layering offers) or lower (layering bids) values. The paper concludes with recommendations to mitigate market manipulation. Exchange data transparency, market surveillance, and regulatory oversight could reduce manipulative tactics.
You might also like
Jenn Leach
3 years ago
What TikTok Paid Me in 2021 with 100,000 Followers
I thought it would be interesting to share how much TikTok paid me in 2021.
Onward!
Oh, you get paid by TikTok?
Yes.
They compensate thousands of creators. My Tik Tok account
I launched my account in March 2020 and generally post about money, finance, and side hustles.
TikTok creators are paid in several ways.
Fund for TikTok creators
Sponsorships (aka brand deals)
Affiliate promotion
My own creations
Only one, the TikTok Creator Fund, pays me.
The TikTok Creator Fund: What Is It?
TikTok's initiative pays creators.
YouTube's Shorts Fund, Snapchat Spotlight, and other platforms have similar programs.
Creator Fund doesn't pay everyone. Some prerequisites are:
age requirement of at least 18 years
In the past 30 days, there must have been 100,000 views.
a minimum of 10,000 followers
If you qualify, you can apply using your TikTok account, and once accepted, your videos can earn money.
My earnings from the TikTok Creator Fund
Since 2020, I've made $273.65. My 2021 payment is $77.36.
Yikes!
I made between $4.91 to around $13 payout each time I got paid.
TikTok reportedly pays 3 to 5 cents per thousand views.
To live off the Creator Fund, you'd need billions of monthly views.
Top personal finance creator Sara Finance has millions (if not billions) of views and over 700,000 followers yet only received $3,000 from the TikTok Creator Fund.
Goals for 2022
TikTok pays me in different ways, as listed above.
My largest TikTok account isn't my only one.
In 2022, I'll revamp my channel.
It's been a tumultuous year on TikTok for my account, from getting shadow-banned to being banned from the Creator Fund to being accepted back (not at my wish).
What I've experienced isn't rare. I've read about other creators' experiences.
So, some quick goals for this account…
200,000 fans by the year 2023
Consistent monthly income of $5,000
two brand deals each month
For now, that's all.
The woman
3 years ago
The renowned and highest-paid Google software engineer
His story will inspire you.
“Google search went down for a few hours in 2002; Jeff Dean handled all the queries by hand and checked quality doubled.”- Jeff Dean Facts.
One of many Jeff Dean jokes, but you get the idea.
Google's top six engineers met in a war room in mid-2000. Google's crawling system, which indexed the Web, stopped working. Users could still enter queries, but results were five months old.
Google just signed a deal with Yahoo to power a ten-times-larger search engine. Tension rose. It was crucial. If they failed, the Yahoo agreement would likely fall through, risking bankruptcy for the firm. Their efforts could be lost.
A rangy, tall, energetic thirty-one-year-old man named Jeff dean was among those six brilliant engineers in the makeshift room. He had just left D. E. C. a couple of months ago and started his career in a relatively new firm Google, which was about to change the world. He rolled his chair over his colleague Sanjay and sat right next to him, cajoling his code like a movie director. The history started from there.
When you think of people who shaped the World Wide Web, you probably picture founders and CEOs like Larry Page and Sergey Brin, Marc Andreesen, Tim Berners-Lee, Bill Gates, and Mark Zuckerberg. They’re undoubtedly the brightest people on earth.
Under these giants, legions of anonymous coders work at keyboards to create the systems and products we use. These computer workers are irreplaceable.
Let's get to know him better.
It's possible you've never heard of Jeff Dean. He's American. Dean created many behind-the-scenes Google products. Jeff, co-founder and head of Google's deep learning research engineering team, is a popular technology, innovation, and AI keynote speaker.
While earning an MS and Ph.D. in computer science at the University of Washington, he was a teaching assistant, instructor, and research assistant. Dean joined the Compaq Computer Corporation Western Research Laboratory research team after graduating.
Jeff co-created ProfileMe and the Continuous Profiling Infrastructure for Digital at Compaq. He co-designed and implemented Swift, one of the fastest Java implementations. He was a senior technical staff member at mySimon Inc., retrieving and caching electronic commerce content.
Dean, a top young computer scientist, joined Google in mid-1999. He was always trying to maximize a computer's potential as a child.
An expert
His high school program for processing massive epidemiological data was 26 times faster than professionals'. Epi Info, in 13 languages, is used by the CDC. He worked on compilers as a computer science Ph.D. These apps make source code computer-readable.
Dean never wanted to work on compilers forever. He left Academia for Google, which had less than 20 employees. Dean helped found Google News and AdSense, which transformed the internet economy. He then addressed Google's biggest issue, scaling.
Growing Google faced a huge computing challenge. They developed PageRank in the late 1990s to return the most relevant search results. Google's popularity slowed machine deployment.
Dean solved problems, his specialty. He and fellow great programmer Sanjay Ghemawat created the Google File System, which distributed large data over thousands of cheap machines.
These two also created MapReduce, which let programmers handle massive data quantities on parallel machines. They could also add calculations to the search algorithm. A 2004 research article explained MapReduce, which became an industry sensation.
Several revolutionary inventions
Dean's other initiatives were also game-changers. BigTable, a petabyte-capable distributed data storage system, was based on Google File. The first global database, Spanner, stores data on millions of servers in dozens of data centers worldwide.
It underpins Gmail and AdWords. Google Translate co-founder Jeff Dean is surprising. He contributes heavily to Google News. Dean is Senior Fellow of Google Research and Health and leads Google AI.
Recognitions
The National Academy of Engineering elected Dean in 2009. He received the 2009 Association for Computing Machinery fellowship and the 2016 American Academy of Arts and Science fellowship. He received the 2007 ACM-SIGOPS Mark Weiser Award and the 2012 ACM-Infosys Foundation Award. Lists could continue.
A sneaky question may arrive in your mind: How much does this big brain earn? Well, most believe he is one of the highest-paid employees at Google. According to a survey, he is paid $3 million a year.
He makes espresso and chats with a small group of Googlers most mornings. Dean steams milk, another grinds, and another brews espresso. They discuss families and technology while making coffee. He thinks this little collaboration and idea-sharing keeps Google going.
“Some of us have been working together for more than 15 years,” Dean said. “We estimate that we’ve collectively made more than 20,000 cappuccinos together.”
We all know great developers and software engineers. It may inspire many.
Aniket
3 years ago
Yahoo could have purchased Google for $1 billion
Let's see this once-dominant IT corporation crumble.
What's the capital of Kazakhstan? If you don't know the answer, you can probably find it by Googling. Google Search returned results for Nur-Sultan in 0.66 seconds.
Google is the best search engine I've ever used. Did you know another search engine ruled the Internet? I'm sure you guessed Yahoo!
Google's friendly UI and wide selection of services make it my top choice. Let's explore Yahoo's decline.
Yahoo!
YAHOO stands for Yet Another Hierarchically Organized Oracle. Jerry Yang and David Filo established Yahoo.
Yahoo is primarily a search engine and email provider. It offers News and an advertising platform. It was a popular website in 1995 that let people search the Internet directly. Yahoo began offering free email in 1997 by acquiring RocketMail.
According to a study, Yahoo used Google Search Engine technology until 2000 and then developed its own in 2004.
Yahoo! rejected buying Google for $1 billion
Larry Page and Sergey Brin, Google's founders, approached Yahoo in 1998 to sell Google for $1 billion so they could focus on their studies. Yahoo denied the offer, thinking it was overvalued at the time.
Yahoo realized its error and offered Google $3 billion in 2002, but Google demanded $5 billion since it was more valuable. Yahoo thought $5 billion was overpriced for the existing market.
In 2022, Google is worth $1.56 Trillion.
What happened to Yahoo!
Yahoo refused to buy Google, and Google's valuation rose, making a purchase unfeasible.
Yahoo started losing users when Google launched Gmail. Google's UI was far cleaner than Yahoo's.
Yahoo offered $1 billion to buy Facebook in July 2006, but Zuckerberg and the board sought $1.1 billion. Yahoo rejected, and Facebook's valuation rose, making it difficult to buy.
Yahoo was losing users daily while Google and Facebook gained many. Google and Facebook's popularity soared. Yahoo lost value daily.
Microsoft offered $45 billion to buy Yahoo in February 2008, but Yahoo declined. Microsoft increased its bid to $47 billion after Yahoo said it was too low, but Yahoo rejected it. Then Microsoft rejected Yahoo’s 10% bid increase in May 2008.
In 2015, Verizon bought Yahoo for $4.5 billion, and Apollo Global Management bought 90% of Yahoo's shares for $5 billion in May 2021. Verizon kept 10%.
Yahoo's opportunity to acquire Google and Facebook could have been a turning moment. It declined Microsoft's $45 billion deal in 2008 and was sold to Verizon for $4.5 billion in 2015. Poor decisions and lack of vision caused its downfall. Yahoo's aim wasn't obvious and it didn't stick to a single domain.
Hence, a corporation needs a clear vision and a leader who can see its future.
Liked this article? Join my tech and programming newsletter here.