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Nathan Reiff

Nathan Reiff

3 years ago

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:

  1. An investment of money
  2. n a common enterprise
  3. With the expectation of profit
  4. 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

Faisal Khan

Faisal Khan

2 years ago

4 typical methods of crypto market manipulation

Credit: Getty Images/Cemile Bingol

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.

Jeff John Roberts

Jeff John Roberts

3 years ago

Jack Dorsey and  Jay-Z Launch 'Bitcoin Academy' in Brooklyn rapper's home

The new Bitcoin Academy will teach Jay-Marcy Z's Houses neighbors "What is Cryptocurrency."
Jay-Z grew up in Brooklyn's Marcy Houses. The rapper and Block CEO Jack Dorsey are giving back to his hometown by creating the Bitcoin Academy.

The Bitcoin Academy will offer online and in-person classes, including "What is Money?" and "What is Blockchain?"
The program will provide participants with a mobile hotspot and a small amount of Bitcoin for hands-on learning.

Students will receive dinner and two evenings of instruction until early September. The Shawn Carter Foundation will help with on-the-ground instruction.

Jay-Z and Dorsey announced the program Thursday morning. It will begin at Marcy Houses but may be expanded.

Crypto Blockchain Plug and Black Bitcoin Billionaire, which has received a grant from Block, will teach the classes.

Jay-Z, Dorsey reunite

Jay-Z and Dorsey have previously worked together to promote a Bitcoin and crypto-based future.

In 2021, Dorsey's Block (then Square) acquired the rapper's streaming music service Tidal, which they propose using for NFT distribution.

Dorsey and Jay-Z launched an endowment in 2021 to fund Bitcoin development in Africa and India.

Dorsey is funding the new Bitcoin Academy out of his own pocket (as is Jay-Z), but he's also pushed crypto-related charitable endeavors at Block, including a $5 million fund backed by corporate Bitcoin interest.


This post is a summary. Read full article here

Ren & Heinrich

Ren & Heinrich

3 years ago

200 DeFi Projects were examined. Here is what I learned.

Photo by Luke Chesser on Unsplash

I analyze the top 200 DeFi crypto projects in this article.

This isn't a study. The findings benefit crypto investors.

Let’s go!

A set of data

I analyzed data from defillama.com. In my analysis, I used the top 200 DeFis by TVL in October 2022.

Total Locked Value

The chart below shows platform-specific locked value.

14 platforms had $1B+ TVL. 65 platforms have $100M-$1B TVL. The remaining 121 platforms had TVLs below $100 million, with the lowest being $23 million.

TVLs are distributed Pareto. Top 40% of DeFis account for 80% of TVLs.

Compliant Blockchains

Ethereum's blockchain leads DeFi. 96 of the examined projects offer services on Ethereum. Behind BSC, Polygon, and Avalanche.

Five platforms used 10+ blockchains. 36 between 2-10 159 used 1 blockchain.

Use Cases for DeFi

The chart below shows platform use cases. Each platform has decentralized exchanges, liquid staking, yield farming, and lending.

These use cases are DefiLlama's main platform features.

Which use case costs the most? Chart explains. Collateralized debt, liquid staking, dexes, and lending have high TVLs.

The DeFi Industry

I compared three high-TVL platforms (Maker DAO, Balancer, AAVE). The columns show monthly TVL and token price changes. The graph shows monthly Bitcoin price changes.

Each platform's market moves similarly.

Probably because most DeFi deposits are cryptocurrencies. Since individual currencies are highly correlated with Bitcoin, it's not surprising that they move in unison.

Takeaways

This analysis shows that the most common DeFi services (decentralized exchanges, liquid staking, yield farming, and lending) also have the highest average locked value.

Some projects run on one or two blockchains, while others use 15 or 20. Our analysis shows that a project's blockchain count has no correlation with its success.

It's hard to tell if certain use cases are rising. Bitcoin's price heavily affects the entire DeFi market.

TVL seems to be a good indicator of a DeFi platform's success and quality. Higher TVL platforms are cheaper. They're a better long-term investment because they gain or lose less value than DeFis with lower TVLs.

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Davlin Knight

Davlin Knight

3 years ago

2 pitfalls to stay away from when launching a YouTube channel

You do not want to miss these

Photo by Souvik Banerjee on Unsplash

Stop! Stop it! Two things to avoid when starting a YouTube channel. Critical. Possible channel-killers Its future revenue.

I'll tell you now, so don't say "I wish I knew."

The Notorious Copyright Allegation

My YouTube channel received a copyright claim before I sold it. This claim was on a one-minute video I thought I'd changed enough to make mine, but the original owner disagreed.

It cost me thousands in ad revenue. Original owner got the profits.

Well, it wasn't your video, you say.

Touché.

I've learned. Sorta

I couldn't stop looking at the video's views. The video got 1,000,000 views without any revenue. I made 4 more similar videos.

If they didn't get copyrighted, I'd be rolling in dough.

You've spent a week editing and are uploading to YouTube. You're thrilled as you stand and stretch your back. You see the video just before publishing.

No way!

The red exclamation point on checks.

Copyright claim!

YouTube lets you publish, but you won't make money.

Sounds fair? Well, it is.

Copyright claims mean you stole someone's work. Song, image, or video clip.

We wouldn't want our content used for money.

The only problem with this is that almost everything belongs to someone else. I doubt some of the biggest creators are sitting down and making their music for their videos. That just seems really excessive when you could make a quick search on YouTube and download a song (I definitely don’t do this because that would be stealing).

So how do you defeat a copyright defense?

Even copyright-free songs on YouTube aren't guaranteed. Some copyrighted songs claim to be free.

Use YouTube's free music library or pay for a subscription to adobe stock, epidemic sound, or artlist.io.

Most of my videos have Nintendo music. Almost all game soundtracks are copyright-free and offer a variety of songs.

Restriction on age

Age restrictions are a must-avoid. A channel dies.

YouTube never suggests age-restricted videos.

Shadow banning means YouTube hides your content from subscribers and non-subscribers.

Keeping your channel family-friendly can help.

I hear you complaining that your channel isn't for kids. I agree. Not everyone has a clean mouth or creates content for minors.

YouTube has changed rapidly in recent years. Focusing on kids. Fewer big creators are using profanity or explicit content in videos. Not YouTube-worthy.

Youtube wants to be family-friendly. A family-friendly movie. It won't promote illegal content. Yes, it allows profanity.

YouTube Policies and Guidelines

Do I recommend avoiding no-no words in videos? Never. Okay. YouTube's policies are shaky. YouTube uses video content to determine ad suitability.

No joke. If you're serious about becoming a content creator, avoid profanity and inappropriate topics.

If your channel covers 18+ topics, like crime or commentary, censor as much as possible.

YouTube can be like walking on eggshells. You never know what is gonna upset the boss. So play it safe and try to avoid getting on their bad side.

Mr. Beast, Dream, Markplier, Faze Rug, and PewDewPie are popular creators. They maintain it family-friendly while entertaining fans.

You got this.

Tanya Aggarwal

Tanya Aggarwal

3 years ago

What I learned from my experience as a recent graduate working in venture capital

Every week I meet many people interested in VC. Many of them ask me what it's like to be a junior analyst in VC or what I've learned so far.

Looking back, I've learned many things as a junior VC, having gone through an almost-euphoric peak bull market, failed tech IPOs of 2019 including WeWorks' catastrophic fall, and the beginnings of a bearish market.

1. Network, network, network!

VCs spend 80% of their time networking. Junior VCs source deals or manage portfolios. You spend your time bringing startups to your fund or helping existing portfolio companies grow. Knowing stakeholders (corporations, star talent, investors) in your particular areas of investment helps you develop your portfolio.

Networking was one of my strengths. When I first started in the industry, I'd go to startup events and meet 50 people a month. Over time, I realized these relationships were shallow and I was only getting business cards. So I stopped seeing networking as a transaction. VC is a long-term game, so you should work with people you like. Now I know who I click with and can build deeper relationships with them. My network is smaller but more valuable than before.

2. The Most Important Metric Is Founder

People often ask how we pick investments. Why some companies can raise money and others can't is a mystery. The founder is the most important metric for VCs. When a company is young, the product, environment, and team all change, but the founder remains constant. VCs bet on the founder, not the company.

How do we decide which founders are best after 2-3 calls? When looking at a founder's profile, ask why this person can solve this problem. The founders' track record will tell. If the founder is a serial entrepreneur, you know he/she possesses the entrepreneur DNA and will likely succeed again. If it's his/her first startup, focus on industry knowledge to deliver the best solution.

3. A company's fate can be determined by macrotrends.

Macro trends are crucial. A company can have the perfect product, founder, and team, but if it's solving the wrong problem, it won't succeed. I've also seen average companies ride the wave to success. When you're on the right side of a trend, there's so much demand that more companies can get a piece of the pie.

In COVID-19, macro trends made or broke a company. Ed-tech and health-tech companies gained unicorn status and raised funding at inflated valuations due to sudden demand. With the easing of pandemic restrictions and the start of a bear market, many of these companies' valuations are in question.

4. Look for methods to ACTUALLY add value.

You only need to go on VC twitter (read: @vcstartterkit and @vcbrags) for 5 minutes or look at fin-meme accounts on Instagram to see how much VCs claim to add value but how little they actually do. VC is a long-term game, though. Long-term, founders won't work with you if you don't add value.

How can we add value when we're young and have no network? Leaning on my strengths helped me. Instead of viewing my age and limited experience as a disadvantage, I realized that I brought a unique perspective to the table.

As a VC, you invest in companies that will be big in 5-7 years, and millennials and Gen Z will have the most purchasing power. Because you can relate to that market, you can offer insights that most Partners at 40 can't. I added value by helping with hiring because I had direct access to university talent pools and by finding university students for product beta testing.

5. Develop your personal brand.

Generalists or specialists run most funds. This means that funds either invest across industries or have a specific mandate. Most funds are becoming specialists, I've noticed. Top-tier founders don't lack capital, so funds must find other ways to attract them. Why would a founder work with a generalist fund when a specialist can offer better industry connections and partnership opportunities?

Same for fund members. Founders want quality investors. Become a thought leader in your industry to meet founders. Create content and share your thoughts on industry-related social media. When I first started building my brand, I found it helpful to interview industry veterans to create better content than I could on my own. Over time, my content attracted quality founders so I didn't have to look for them.

These are my biggest VC lessons. This list isn't exhaustive, but it's my industry survival guide.

SAHIL SAPRU

SAHIL SAPRU

3 years ago

How I grew my business to a $5 million annual recurring revenue

Scaling your startup requires answering customer demands, not growth tricks.

I cofounded Freedo Rentals in 2019. I reached 50 lakh+ ARR in 6 months before quitting owing to the epidemic.

Freedo aimed to solve 2 customer pain points:

  • Users lacked a reliable last-mile transportation option.

  • The amount that Auto walas charge for unmetered services

Solution?

Effectively simple.

Build ports at high-demand spots (colleges, residential societies, metros). Electric ride-sharing can meet demand.

We had many problems scaling. I'll explain using the AARRR model.

  • Brand unfamiliarity or a novel product offering were the problems with awareness. Nobody knew what Freedo was or what it did.

  • Problem with awareness: Content and advertisements did a poor job of communicating the task at hand. The advertisements clashed with the white-collar part because they were too cheesy.

  • Retention Issue: We encountered issues, indicating that the product was insufficient. Problems with keyless entry, creating bills, stealing helmets, etc.

  • Retention/Revenue Issue: Costly compared to established rivals. Shared cars were 1/3 of our cost.

  • Referral Issue: Missing the opportunity to seize the AHA moment. After the ride, nobody remembered us.

Once you know where you're struggling with AARRR, iterative solutions are usually best.

Once you have nailed the AARRR model, most startups use paid channels to scale. This dependence, on paid channels, increases with scale unless you crack your organic/inbound game.

Over-index growth loops. Growth loops increase inflow and customers as you scale.

When considering growth, ask yourself:

  • Who is the solution's ICP (Ideal Customer Profile)? (To whom are you selling)

  • What are the most important messages I should convey to customers? (This is an A/B test.)

  • Which marketing channels ought I prioritize? (Conduct analysis based on the startup's maturity/stage.)

  • Choose the important metrics to monitor for your AARRR funnel (not all metrics are equal)

  • Identify the Flywheel effect's growth loops (inertia matters)

My biggest mistakes:

  • not paying attention to consumer comments or satisfaction. It is the main cause of problems with referrals, retention, and acquisition for startups. Beyond your NPS, you should consider second-order consequences.

  • The tasks at hand should be quite clear.

Here's my scaling equation:

Growth = A x B x C

A = Funnel top (Traffic)

B = Product Valuation (Solving a real pain point)

C = Aha! (Emotional response)

Freedo's A, B, and C created a unique offering.

Freedo’s ABC:

A — Working or Studying population in NCR

B — Electric Vehicles provide last-mile mobility as a clean and affordable solution

C — One click booking with a no-noise scooter

Final outcome:

FWe scaled Freedo to Rs. 50 lakh MRR and were growing 60% month on month till the pandemic ceased our growth story.

How we did it?

We tried ambassadors and coupons. WhatsApp was our most successful A/B test.

We grew widespread adoption through college and society WhatsApp groups. We requested users for referrals in community groups.

What worked for us won't work for others. This scale underwent many revisions.

Every firm is different, thus you must know your customers. Needs to determine which channel to prioritize and when.

Users desired a safe, time-bound means to get there.

This (not mine) growth framework helped me a lot. You should follow suit.