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Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
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More on Web3 & Crypto
CoinTelegraph
3 years ago
2 NFT-based blockchain games that could soar in 2022
NFTs look ready to rule 2022, and the recent pivot toward NFT utility in P2E gaming could make blockchain gaming this year’s sector darling.
After the popularity of decentralized finance (DeFi) came the rise of nonfungible tokens (NFTs), and to the surprise of many, NFTs took the spotlight and now remain front and center with the highest volume in sales occurring at the start of January 2022.
While 2021 became the year of NFTs, GameFi applications did surpass DeFi in terms of user popularity. According to data from DappRadar, Bloomberg gathered:
Nearly 50% of active cryptocurrency wallets connected to decentralized applications in November were for playing games. The percentage of wallets linked to decentralized finance, or DeFi, dapps fell to 45% during the same period, after months of being the leading dapp use case.
Blockchain play-to-earn (P2E) game Axie infinity skyrocketed and kicked off a gaming craze that is expected to continue all throughout 2022. Crypto pundits and gaming advocates have high expectations for P2E blockchain-based games and there’s bound to be a few sleeping giants that will dominate the sector.
Let’s take a look at five blockchain games that could make waves in 2022.
DeFi Kingdoms
The inspiration for DeFi Kingdoms came from simple beginnings — a passion for investing that lured the developers to blockchain technology. DeFi Kingdoms was born as a visualization of liquidity pool investing where in-game ‘gardens’ represent literal and figurative token pairings and liquidity pool mining.
As shown in the game, investors have a portion of their LP share within a plot filled with blooming plants. By attaching the concept of growth to DeFi protocols within a play-and-earn model, DeFi Kingdoms puts a twist on “playing” a game.
Built on the Harmony Network, DeFi Kingdoms became the first project on the network to ever top the DappRadar charts. This could be attributed to an influx of individuals interested in both DeFi and blockchain games or it could be attributed to its recent in-game utility token JEWEL surging.
JEWEL is a utility token that allows users to purchase NFTs in-game buffs to increase a base-level stat. It is also used for liquidity mining to grant users the opportunity to make more JEWEL through staking.
JEWEL is also a governance token that gives holders a vote in the growth and evolution of the project. In the past four months, the token price surged from $1.23 to an all-time high of $22.52. At the time of writing, JEWEL is down by nearly 16%, trading at $19.51.
Surging approximately 1,487% from its humble start of $1.23 four months ago in September, JEWEL token price has increased roughly 165% this last month alone, according to data from CoinGecko.
Guild of Guardians
Guild of Guardians is one of the more anticipated blockchain games in 2022 and it is built on ImmutableX, the first layer-two solution built on Ethereum that focuses on NFTs. Aiming to provide more access, it will operate as a free-to-play mobile role-playing game, modeling the P2E mechanics.
Similar to blockchain games like Axie Infinity, Guild of Guardians in-game assets can be exchanged. The project seems to be of interest to many gamers and investors with its NFT founder sale and token launch generating nearly $10 million in volume.
Launching its in-game token in October of 2021, the Guild of Guardians (GOG) tokens are ERC-20 tokens known as ‘gems’ inside the game. Gems are what power key features in the game such as minting in-game NFTs and interacting with the marketplace, and are available to earn while playing.
For the last month, the Guild of Guardians token has performed rather steadily after spiking to its all-time high of $2.81 after its launch. Despite the token being down over 50% from its all-time high, at the time of writing, some members of the community are looking forward to the possibility of staking and liquidity pools, which are features that tend to help stabilize token prices.
Stephen Moore
3 years ago
Web 2 + Web 3 = Web 5.
Monkey jpegs and shitcoins have tarnished Web3's reputation. Let’s move on.
Web3 was called "the internet's future."
Well, 'crypto bros' shouted about it loudly.
As quickly as it arrived to be the next internet, it appears to be dead. It's had scandals, turbulence, and crashes galore:
Web 3.0's cryptocurrencies have crashed. Bitcoin's all-time high was $66,935. This month, Ethereum fell from $2130 to $1117. Six months ago, the cryptocurrency market peaked at $3 trillion. Worst is likely ahead.
Gas fees make even the simplest Web3 blockchain transactions unsustainable.
Terra, Luna, and other dollar pegs collapsed, hurting crypto markets. Celsius, a crypto lender backed by VCs and Canada's second-largest pension fund, and Binance, a crypto marketplace, have withheld money and coins. They're near collapse.
NFT sales are falling rapidly and losing public interest.
Web3 has few real-world uses, like most crypto/blockchain technologies. Web3's image has been tarnished by monkey profile pictures and shitcoins while failing to become decentralized (the whole concept is controlled by VCs).
The damage seems irreparable, leaving Web3 in the gutter.
Step forward our new saviour — Web5
Fear not though, as hero awaits to drag us out of the Web3 hellscape. Jack Dorsey revealed his plan to save the internet quickly.
Dorsey has long criticized Web3, believing that VC capital and silicon valley insiders have created a centralized platform. In a tweet that upset believers and VCs (he was promptly blocked by Marc Andreessen), Dorsey argued, "You don't own "Web3." VCs and LPs do. Their incentives prevent it. It's a centralized organization with a new name.
Dorsey announced Web5 on June 10 in a very Elon-like manner. Block's TBD unit will work on the project (formerly Square).
Web5's pitch is that users will control their own data and identity. Bitcoin-based. Sound familiar? The presentation pack's official definition emphasizes decentralization. Web5 is a decentralized web platform that enables developers to write decentralized web apps using decentralized identifiers, verifiable credentials, and decentralized web nodes, returning ownership and control over identity and data to individuals.
Web5 would be permission-less, open, and token-less. What that means for Earth is anyone's guess. Identity. Ownership. Blockchains. Bitcoin. Different.
Web4 appears to have been skipped, forever destined to wish it could have shown the world what it could have been. (It was probably crap.) As this iteration combines Web2 and Web3, simple math and common sense add up to 5. Or something.
Dorsey and his team have had this idea simmering for a while. Daniel Buchner, a member of Block's Decentralized Identity team, said, "We're finishing up Web5's technical components."
Web5 could be the project that decentralizes the internet. It must be useful to users and convince everyone to drop the countless Web3 projects, products, services, coins, blockchains, and websites being developed as I write this.
Web5 may be too late for Dorsey and the incoming flood of creators.
Web6 is planned!
The next months and years will be hectic and less stable than the transition from Web 1.0 to Web 2.0.
Web1 was around 1991-2004.
Web2 ran from 2004 to 2021. (though the Web3 term was first used in 2014, it only really gained traction years later.)
Web3 lasted a year.
Web4 is dead.
Silicon Valley billionaires are turning it into a startup-style race, each disrupting the next iteration until they crack it. Or destroy it completely.
Web5 won't last either.
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.
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Claire Berehova
3 years ago
There’s no manual for that
| Kyiv oblast in springtime. Photo by author. |
We’ve been receiving since the war began text messages from the State Emergency Service of Ukraine every few days. They’ve contained information on how to comfort a child and what to do in case of a water outage.
But a question that I struggle to suppress irks within me: How would we know if there really was a threat coming our away? So how can I happily disregard an air raid siren and continue singing to my three-month-old son when I feel like a World War II film became reality? There’s no manual for that.
Along with the anxiety, there’s the guilt that always seems to appear alongside dinner we’re fortunate to still have each evening while brave Ukrainian soldiers are facing serious food insecurity. There’s no manual for how to deal with this guilt.
When it comes to the enemy, there is no manual for how to react to the news of Russian casualties. Every dead Russian soldier weakens Putin, but I also know that many of these men had wives and girlfriends who are now living a nightmare.
So, I felt like I had to start writing my own manual.
The anxiety around the air raid siren? Only with time does it get easier to ignore it, but never completely.
The guilt? All we can do is pray.
That inner conflict? As Russia continues to stun the world with its war crimes, my emotions get less gray — I have to get used to accommodating absurd levels of hatred.
Sadness? It feels a bit more manageable when we laugh, and a little alcohol helps (as it usually does).
Cabin fever? Step outside in the yard when possible. At least the sunshine is becoming more fervent with spring approaching.
Slava Ukraini. Heroyam slava. (Glory to Ukraine. Glory to the heroes.)
Alex Mathers
3 years ago
12 habits of the zenith individuals I know
Calmness is a vital life skill.
It aids communication. It boosts creativity and performance.
I've studied calm people's habits for years. Commonalities:
Have mastered the art of self-humor.
Protectors take their job seriously, draining the room's energy.
They are fixated on positive pursuits like making cool things, building a strong physique, and having fun with others rather than on depressing influences like the news and gossip.
Every day, spend at least 20 minutes moving, whether it's walking, yoga, or lifting weights.
Discover ways to take pleasure in life's challenges.
Since perspective is malleable, they change their view.
Set your own needs first.
Stressed people neglect themselves and wonder why they struggle.
Prioritize self-care.
Don't ruin your life to please others.
Make something.
Calm people create more than react.
They love creating beautiful things—paintings, children, relationships, and projects.
Don’t hold their breath.
If you're stressed or angry, you may be surprised how much time you spend holding your breath and tightening your belly.
Release, breathe, and relax to find calm.
Stopped rushing.
Rushing is disadvantageous.
Calm people handle life better.
Are aware of their own dietary requirements.
They avoid junk food and eat foods that keep them healthy, happy, and calm.
Don’t take anything personally.
Stressed people control everything.
Self-conscious.
Calm people put others and their work first.
Keep their surroundings neat.
Maintaining an uplifting and clutter-free environment daily calms the mind.
Minimise negative people.
Calm people are ruthless with their boundaries and avoid negative and drama-prone people.
Logan Rane
2 years ago
I questioned Chat-GPT for advice on the top nonfiction books. Here's What It Suggests
You have to use it.
Chat-GPT is a revolution.
All social media outlets are discussing it. How it will impact the future and different things.
True.
I've been using Chat-GPT for a few days, and it's a rare revolution. It's amazing and will only improve.
I asked Chat-GPT about the best non-fiction books. It advised this, albeit results rely on interests.
The Immortal Life of Henrietta Lacks
by Rebecca Skloot
Science, Biography
A impoverished tobacco farmer dies of cervical cancer in The Immortal Life of Henrietta Lacks. Her cell strand helped scientists treat polio and other ailments.
Rebecca Skloot discovers about Henrietta, her family, how the medical business exploited black Americans, and how her cells can live forever in a fascinating and surprising research.
You ought to read it.
if you want to discover more about the past of medicine.
if you want to discover more about American history.
Bad Blood: Secrets and Lies in a Silicon Valley Startup
by John Carreyrou
Tech, Bio
Bad Blood tells the terrifying story of how a Silicon Valley tech startup's blood-testing device placed millions of lives at risk.
John Carreyrou, a Pulitzer Prize-winning journalist, wrote this book.
Theranos and its wunderkind CEO, Elizabeth Holmes, climbed to popularity swiftly and then plummeted.
You ought to read it.
if you are a start-up employee.
specialists in medicine.
The Power of Now: A Guide to Spiritual Enlightenment
by Eckhart Tolle
Self-improvement, Spirituality
The Power of Now shows how to stop suffering and attain inner peace by focusing on the now and ignoring your mind.
The book also helps you get rid of your ego, which tries to control your ideas and actions.
If you do this, you may embrace the present, reduce discomfort, strengthen relationships, and live a better life.
You ought to read it.
if you're looking for serenity and illumination.
If you believe that you are ruining your life, stop.
if you're not happy.
The 7 Habits of Highly Effective People
by Stephen R. Covey
Profession, Success
The 7 Habits of Highly Effective People is an iconic self-help book.
This vital book offers practical guidance for personal and professional success.
This non-fiction book is one of the most popular ever.
You ought to read it.
if you want to reach your full potential.
if you want to discover how to achieve all your objectives.
if you are just beginning your journey toward personal improvement.
Sapiens: A Brief History of Humankind
by Yuval Noah Harari
Science, History
Sapiens explains how our species has evolved from our earliest ancestors to the technology age.
How did we, a species of hairless apes without tails, come to control the whole planet?
It describes the shifts that propelled Homo sapiens to the top.
You ought to read it.
if you're interested in discovering our species' past.
if you want to discover more about the origins of human society and culture.