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

Percy Bolmér
3 years ago
Ethereum No Longer Consumes A Medium-Sized Country's Electricity To Run
The Merge cut Ethereum's energy use by 99.5%.
The Crypto community celebrated on September 15, 2022. This day, Ethereum Merged. The entire blockchain successfully merged with the Beacon chain, and it was so smooth you barely noticed.
Many have waited, dreaded, and longed for this day.
Some investors feared the network would break down, while others envisioned a seamless merging.
Speculators predict a successful Merge will lead investors to Ethereum. This could boost Ethereum's popularity.
What Has Changed Since The Merge
The merging transitions Ethereum mainnet from PoW to PoS.
PoW sends a mathematical riddle to computers worldwide (miners). First miner to solve puzzle updates blockchain and is rewarded.
The puzzles sent are power-intensive to solve, so mining requires a lot of electricity. It's sent to every miner competing to solve it, requiring duplicate computation.
PoS allows investors to stake their coins to validate a new transaction. Instead of validating a whole block, you validate a transaction and get the fees.
You can validate instead of mine. A validator stakes 32 Ethereum. After staking, the validator can validate future blocks.
Once a validator validates a block, it's sent to a randomly selected group of other validators. This group verifies that a validator is not malicious and doesn't validate fake blocks.
This way, only one computer needs to solve or validate the transaction, instead of all miners. The validated block must be approved by a small group of validators, causing duplicate computation.
PoS is more secure because validating fake blocks results in slashing. You lose your bet tokens. If a validator signs a bad block or double-signs conflicting blocks, their ETH is burned.
Theoretically, Ethereum has one block every 12 seconds, so a validator forging a block risks burning 1 Ethereum for 12 seconds of transactions. This makes mistakes expensive and risky.
What Impact Does This Have On Energy Use?
Cryptocurrency is a natural calamity, sucking electricity and eating away at the earth one transaction at a time.
Many don't know the environmental impact of cryptocurrencies, yet it's tremendous.
A single Ethereum transaction used to use 200 kWh and leave a large carbon imprint. This update reduces global energy use by 0.2%.
Ethereum will submit a challenge to one validator, and that validator will forward it to randomly selected other validators who accept it.
This reduces the needed computing power.
They expect a 99.5% reduction, therefore a single transaction should cost 1 kWh.
Carbon footprint is 0.58 kgCO2, or 1,235 VISA transactions.
This is a big Ethereum blockchain update.
I love cryptocurrency and Mother Earth.

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

Ryan Weeks
3 years ago
Terra fiasco raises TRON's stablecoin backstop
After Terra's algorithmic stablecoin collapsed in May, TRON announced a plan to increase the capital backing its own stablecoin.
USDD, a near-carbon copy of Terra's UST, arrived on the TRON blockchain on May 5. TRON founder Justin Sun says USDD will be overcollateralized after initially being pegged algorithmically to the US dollar.
A reserve of cryptocurrencies and stablecoins will be kept at 130 percent of total USDD issuance, he said. TRON described the collateral ratio as "guaranteed" and said it would begin publishing real-time updates on June 5.
Currently, the reserve contains 14,040 bitcoin (around $418 million), 140 million USDT, 1.9 billion TRX, and 8.29 billion TRX in a burning contract.
Sun: "We want to hybridize USDD." We have an algorithmic stablecoin and TRON DAO Reserve.
algorithmic failure
USDD was designed to incentivize arbitrageurs to keep its price pegged to the US dollar by trading TRX, TRON's token, and USDD. Like Terra, TRON signaled its intent to establish a bitcoin and cryptocurrency reserve to support USDD in extreme market conditions.
Still, Terra's UST failed despite these safeguards. The stablecoin veered sharply away from its dollar peg in mid-May, bringing down Terra's LUNA and wiping out $40 billion in value in days. In a frantic attempt to restore the peg, billions of dollars in bitcoin were sold and unprecedented volumes of LUNA were issued.
Sun believes USDD, which has a total circulating supply of $667 million, can be backed up.
"Our reserve backing is diversified." Bitcoin and stablecoins are included. USDC will be a small part of Circle's reserve, he said.
TRON's news release lists the reserve's assets as bitcoin, TRX, USDC, USDT, TUSD, and USDJ.
All Bitcoin addresses will be signed so everyone knows they belong to us, Sun said.
Not giving in
Sun told that the crypto industry needs "decentralized" stablecoins that regulators can't touch.
Sun said the Luna Foundation Guard, a Singapore-based non-profit that raised billions in cryptocurrency to buttress UST, mismanaged the situation by trying to sell to panicked investors.
He said, "We must be ahead of the market." We want to stabilize the market and reduce volatility.
Currently, TRON finances most of its reserve directly, but Sun says the company hopes to add external capital soon.
Before its demise, UST holders could park the stablecoin in Terra's lending platform Anchor Protocol to earn 20% interest, which many deemed unsustainable. TRON's JustLend is similar. Sun hopes to raise annual interest rates from 17.67% to "around 30%."
This post is a summary. Read full article here
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Sam Hickmann
3 years ago
What is this Fed interest rate everybody is talking about that makes or breaks the stock market?
The Federal Funds Rate (FFR) is the target interest rate set by the Federal Reserve System (Fed)'s policy-making body (FOMC). This target is the rate at which the Fed suggests commercial banks borrow and lend their excess reserves overnight to each other.
The FOMC meets 8 times a year to set the target FFR. This is supposed to promote economic growth. The overnight lending market sets the actual rate based on commercial banks' short-term reserves. If the market strays too far, the Fed intervenes.
Banks must keep a certain percentage of their deposits in a Federal Reserve account. A bank's reserve requirement is a percentage of its total deposits. End-of-day bank account balances averaged over two-week reserve maintenance periods are used to determine reserve requirements.
If a bank expects to have end-of-day balances above what's needed, it can lend the excess to another institution.
The FOMC adjusts interest rates based on economic indicators that show inflation, recession, or other issues that affect economic growth. Core inflation and durable goods orders are indicators.
In response to economic conditions, the FFR target has changed over time. In the early 1980s, inflation pushed it to 20%. During the Great Recession of 2007-2009, the rate was slashed to 0.15 percent to encourage growth.
Inflation picked up in May 2022 despite earlier rate hikes, prompting today's 0.75 percent point increase. The largest increase since 1994. It might rise to around 3.375% this year and 3.1% by the end of 2024.

Nicolas Tresegnie
3 years ago
Launching 10 SaaS applications in 100 days
Apocodes helps entrepreneurs create SaaS products without writing code. This post introduces micro-SaaS and outlines its basic strategy.
Strategy
Vision and strategy differ when starting a startup.
The company's long-term future state is outlined in the vision. It establishes the overarching objectives the organization aims to achieve while also justifying its existence. The company's future is outlined in the vision.
The strategy consists of a collection of short- to mid-term objectives, the accomplishment of which will move the business closer to its vision. The company gets there through its strategy.
The vision should be stable, but the strategy must be adjusted based on customer input, market conditions, or previous experiments.
Begin modestly and aim high.
Be truthful. It's impossible to automate SaaS product creation from scratch. It's like climbing Everest without running a 5K. Physical rules don't prohibit it, but it would be suicide.
Apocodes 5K equivalent? Two options:
(A) Create a feature that includes every setting option conceivable. then query potential clients “Would you choose us to build your SaaS solution if we offered 99 additional features of the same caliber?” After that, decide which major feature to implement next.
(B) Build a few straightforward features with just one or two configuration options. Then query potential clients “Will this suffice to make your product?” What's missing if not? Finally, tweak the final result a bit before starting over.
(A) is an all-or-nothing approach. It's like training your left arm to climb Mount Everest. My right foot is next.
(B) is a better method because it's iterative and provides value to customers throughout.
Focus on a small market sector, meet its needs, and expand gradually. Micro-SaaS is Apocode's first market.
What is micro-SaaS.
Micro-SaaS enterprises have these characteristics:
A limited range: They address a specific problem with a small number of features.
A small group of one to five individuals.
Low external funding: The majority of micro-SaaS companies have Total Addressable Markets (TAM) under $100 million. Investors find them unattractive as a result. As a result, the majority of micro-SaaS companies are self-funded or bootstrapped.
Low competition: Because they solve problems that larger firms would rather not spend time on, micro-SaaS enterprises have little rivalry.
Low upkeep: Because of their simplicity, they require little care.
Huge profitability: Because providing more clients incurs such a small incremental cost, high profit margins are possible.
Micro-SaaS enterprises created with no-code are Apocode's ideal first market niche.
We'll create our own micro-SaaS solutions to better understand their needs. Although not required, we believe this will improve community discussions.
The challenge
In 100 days (September 12–December 20, 2022), we plan to build 10 micro-SaaS enterprises using Apocode.
They will be:
Self-serve: Customers will be able to use the entire product experience without our manual assistance.
Real: They'll deal with actual issues. They won't be isolated proofs of concept because we'll keep up with them after the challenge.
Both free and paid options: including a free plan and a free trial period. Although financial success would be a good result, the challenge's stated objective is not financial success.
This will let us design Apocodes features, showcase them, and talk to customers.
(Edit: The first micro-SaaS was launched!)
Follow along
If you want to follow the story of Apocode or our progress in this challenge, you can subscribe here.
If you are interested in using Apocode, sign up here.
If you want to provide feedback, discuss the idea further or get involved, email me at nicolas.tresegnie@gmail.com

Jano le Roux
3 years ago
Apple Quietly Introduces A Revolutionary Savings Account That Kills Banks
Would you abandon your bank for Apple?
Banks are struggling.
not as a result of inflation
not due to the economic downturn.
not due to the conflict in Ukraine.
But because they’re underestimating Apple.
Slowly but surely, Apple is looking more like a bank.
An easy new savings account like Apple
Apple has a new savings account.
Apple says Apple Card users may set up and manage savings straight in Wallet.
No more charges
Colorfully high yields
With no minimum balance
No minimal down payments
Most consumer-facing banks will have to match Apple's offer or suffer disruption.
Users may set it up from their iPhones without traveling to a bank or filling out paperwork.
It’s built into the iPhone in your pocket.
So now more waiting for slow approval processes.
Once the savings account is set up, Apple will automatically transfer all future Daily Cash into it. Users may also add these cash to an Apple Cash card in their Apple Wallet app and adjust where Daily Cash is paid at any time.
Apple Pay and Apple Wallet VP Jennifer Bailey:
Savings enables Apple Card users to grow their Daily Cash rewards over time, while also saving for the future.
Bailey says Savings adds value to Apple Card's Daily Cash benefit and offers another easy-to-use tool to help people lead healthier financial lives.
Transfer money from a linked bank account or Apple Cash to a Savings account. Users can withdraw monies to a connected bank account or Apple Cash card without costs.
Once set up, Apple Card customers can track their earnings via Wallet's Savings dashboard. This dashboard shows their account balance and interest.
This product targets younger people as the easiest way to start a savings account on the iPhone.
Why would a Gen Z account holder travel to the bank if their iPhone could be their bank?
Using this concept, Apple will transform the way we think about banking by 2030.
Two other nightmares keep bankers awake at night
Apple revealed two new features in early 2022 that banks and payment gateways hated.
Tap to Pay with Apple
Late Apple Pay
They startled the industry.
Tap To Pay converts iPhones into mobile POS card readers. Apple Pay Later is pushing the BNPL business in a consumer-friendly direction, hopefully ending dodgy lending practices.
Tap to Pay with Apple
iPhone POS
Millions of US merchants, from tiny shops to huge establishments, will be able to accept Apple Pay, contactless credit and debit cards, and other digital wallets with a tap.
No hardware or payment terminal is needed.
Revolutionary!
Stripe has previously launched this feature.
Tap to Pay on iPhone will provide companies with a secure, private, and quick option to take contactless payments and unleash new checkout experiences, said Bailey.
Apple's solution is ingenious. Brilliant!
Bailey says that payment platforms, app developers, and payment networks are making it easier than ever for businesses of all sizes to accept contactless payments and thrive.
I admire that Apple is offering this up to third-party services instead of closing off other functionalities.
Slow POS terminals, farewell.
Late Apple Pay
Pay Apple later.
Apple Pay Later enables US consumers split Apple Pay purchases into four equal payments over six weeks with no interest or fees.
The Apple ecosystem integration makes this BNPL scheme unique. Nonstick. No dumb forms.
Frictionless.
Just double-tap the button.
Apple Pay Later was designed with users' financial well-being in mind. Apple makes it easy to use, track, and pay back Apple Pay Later from Wallet.
Apple Pay Later can be signed up in Wallet or when using Apple Pay. Apple Pay Later can be used online or in an app that takes Apple Pay and leverages the Mastercard network.
Apple Pay Order Tracking helps consumers access detailed receipts and order tracking in Wallet for Apple Pay purchases at participating stores.
Bad BNPL suppliers, goodbye.
Most bankers will be caught in Apple's eye playing mini golf in high-rise offices.
The big problem:
Banks still think about features and big numbers just like other smartphone makers did not too long ago.
Apple thinks about effortlessness, seamlessness, and frictionlessness that just work through integrated hardware and software.
Let me know what you think Apple’s next power moves in the banking industry could be.
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