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

Rishi Dean
3 years ago
Coinbase's web3 app
Use popular Ethereum dapps with Coinbase’s new dapp wallet and browser
Tl;dr: This post highlights the ability to access web3 directly from your Coinbase app using our new dapp wallet and browser.
Decentralized autonomous organizations (DAOs) and decentralized finance (DeFi) have gained popularity in the last year (DAOs). The total value locked (TVL) of DeFi investments on the Ethereum blockchain has grown to over $110B USD, while NFTs sales have grown to over $30B USD in the last 12 months (LTM). New innovative real-world applications are emerging every day.
Today, a small group of Coinbase app users can access Ethereum-based dapps. Buying NFTs on Coinbase NFT and OpenSea, trading on Uniswap and Sushiswap, and borrowing and lending on Curve and Compound are examples.
Our new dapp wallet and dapp browser enable you to access and explore web3 directly from your Coinbase app.
Web3 in the Coinbase app
Users can now access dapps without a recovery phrase. This innovative dapp wallet experience uses Multi-Party Computation (MPC) technology to secure your on-chain wallet. This wallet's design allows you and Coinbase to share the 'key.' If you lose access to your device, the key to your dapp wallet is still safe and Coinbase can help recover it.
Set up your new dapp wallet by clicking the "Browser" tab in the Android app's navigation bar. Once set up, the Coinbase app's new dapp browser lets you search, discover, and use Ethereum-based dapps.
Looking forward
We want to enable everyone to seamlessly and safely participate in web3, and today’s launch is another step on that journey. We're rolling out the new dapp wallet and browser in the US on Android first to a small subset of users and plan to expand soon. Stay tuned!

CyberPunkMetalHead
3 years ago
It's all about the ego with Terra 2.0.
UST depegs and LUNA crashes 99.999% in a fraction of the time it takes the Moon to orbit the Earth.
Fat Man, a Terra whistle-blower, promises to expose Do Kwon's dirty secrets and shady deals.
The Terra community has voted to relaunch Terra LUNA on a new blockchain. The Terra 2.0 Pheonix-1 blockchain went live on May 28, 2022, and people were airdropped the new LUNA, now called LUNA, while the old LUNA became LUNA Classic.
Does LUNA deserve another chance? To answer this, or at least start a conversation about the Terra 2.0 chain's advantages and limitations, we must assess its fundamentals, ideology, and long-term vision.
Whatever the result, our analysis must be thorough and ruthless. A failure of this magnitude cannot happen again, so we must magnify every potential breaking point by 10.
Will UST and LUNA holders be compensated in full?
The obvious. First, and arguably most important, is to restore previous UST and LUNA holders' bags.
Terra 2.0 has 1,000,000,000,000 tokens to distribute.
25% of a community pool
Holders of pre-attack LUNA: 35%
10% of aUST holders prior to attack
Holders of LUNA after an attack: 10%
UST holders as of the attack: 20%
Every LUNA and UST holder has been compensated according to the above proposal.
According to self-reported data, the new chain has 210.000.000 tokens and a $1.3bn marketcap. LUNC and UST alone lost $40bn. The new token must fill this gap. Since launch:
LUNA holders collectively own $1b worth of LUNA if we subtract the 25% community pool airdrop from the current market cap and assume airdropped LUNA was never sold.
At the current supply, the chain must grow 40 times to compensate holders. At the current supply, LUNA must reach $240.
LUNA needs a full-on Bull Market to make LUNC and UST holders whole.
Who knows if you'll be whole? From the time you bought to the amount and price, there are too many variables to determine if Terra can cover individual losses.
The above distribution doesn't consider individual cases. Terra didn't solve individual cases. It would have been huge.
What does LUNA offer in terms of value?
UST's marketcap peaked at $18bn, while LUNC's was $41bn. LUNC and UST drove the Terra chain's value.
After it was confirmed (again) that algorithmic stablecoins are bad, Terra 2.0 will no longer support them.
Algorithmic stablecoins contributed greatly to Terra's growth and value proposition. Terra 2.0 has no product without algorithmic stablecoins.
Terra 2.0 has an identity crisis because it has no actual product. It's like Volkswagen faking carbon emission results and then stopping car production.
A project that has already lost the trust of its users and nearly all of its value cannot survive without a clear and in-demand use case.
Do Kwon, how about him?
Oh, the Twitter-caller-poor? Who challenges crypto billionaires to break his LUNA chain? Who dissolved Terra Labs South Korea before depeg? Arrogant guy?
That's not a good image for LUNA, especially when making amends. I think he should step down and let a nicer person be Terra 2.0's frontman.
The verdict
Terra has a terrific community with an arrogant, unlikeable leader. The new LUNA chain must grow 40 times before it can start making up its losses, and even then, not everyone's losses will be covered.
I won't invest in Terra 2.0 or other algorithmic stablecoins in the near future. I won't be near any Do Kwon-related project within 100 miles. My opinion.
Can Terra 2.0 be saved? Comment below.

Isaac Benson
3 years ago
What's the difference between Proof-of-Time and Proof-of-History?

Blockchain validates transactions with consensus algorithms. Bitcoin and Ethereum use Proof-of-Work, while Polkadot and Cardano use Proof-of-Stake.
Other consensus protocols are used to verify transactions besides these two. This post focuses on Proof-of-Time (PoT), used by Analog, and Proof-of-History (PoH), used by Solana as a hybrid consensus protocol.
PoT and PoH may seem similar to users, but they are actually very different protocols.
Proof-of-Time (PoT)
Analog developed Proof-of-Time (PoT) based on Delegated Proof-of-Stake (DPoS). Users select "delegates" to validate the next block in DPoS. PoT uses a ranking system, and validators stake an equal amount of tokens. Validators also "self-select" themselves via a verifiable random function."
The ranking system gives network validators a performance score, with trustworthy validators with a long history getting higher scores. System also considers validator's fixed stake. PoT's ledger is called "Timechain."
Voting on delegates borrows from DPoS, but there are changes. PoT's first voting stage has validators (or "time electors" putting forward a block to be included in the ledger).
Validators are chosen randomly based on their ranking score and fixed stake. One validator is chosen at a time using a Verifiable Delay Function (VDF).
Validators use a verifiable delay function to determine if they'll propose a Timechain block. If chosen, they validate the transaction and generate a VDF proof before submitting both to other Timechain nodes.
This leads to the second process, where the transaction is passed through 1,000 validators selected using the same method. Each validator checks the transaction to ensure it's valid.
If the transaction passes, validators accept the block, and if over 2/3 accept it, it's added to the Timechain.
Proof-of-History (PoH)
Proof-of-History is a consensus algorithm that proves when a transaction occurred. PoH uses a VDF to verify transactions, like Proof-of-Time. Similar to Proof-of-Work, VDFs use a lot of computing power to calculate but little to verify transactions, similar to (PoW).
This shows users and validators how long a transaction took to verify.
PoH uses VDFs to verify event intervals. This process uses cryptography to prevent determining output from input.
The outputs of one transaction are used as inputs for the next. Timestamps record the inputs' order. This checks if data was created before an event.
PoT vs. PoH
PoT and PoH differ in that:
PoT uses VDFs to select validators (or time electors), while PoH measures time between events.
PoH uses a VDF to validate transactions, while PoT uses a ranking system.
PoT's VDF-elected validators verify transactions proposed by a previous validator. PoH uses a VDF to validate transactions and data.
Conclusion
Both Proof-of-Time (PoT) and Proof-of-History (PoH) validate blockchain transactions differently. PoT uses a ranking system to randomly select validators to verify transactions.
PoH uses a Verifiable Delay Function to validate transactions, verify how much time has passed between two events, and allow validators to quickly verify a transaction without malicious actors knowing the input.
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Trevor Stark
3 years ago
Economics is complete nonsense.
Mainstream economics haven't noticed.
What come to mind when I say the word "economics"?
Probably GDP, unemployment, and inflation.
If you've ever watched the news or listened to an economist, they'll use data like these to defend a political goal.
The issue is that these statistics are total bunk.
I'm being provocative, but I mean it:
The economy is not measured by GDP.
How many people are unemployed is not counted in the unemployment rate.
Inflation is not measured by the CPI.
All orthodox economists' major economic statistics are either wrong or falsified.
Government institutions create all these stats. The administration wants to reassure citizens the economy is doing well.
GDP does not reflect economic expansion.
GDP measures a country's economic size and growth. It’s calculated by the BEA, a government agency.
The US has the world's largest (self-reported) GDP, growing 2-3% annually.
If GDP rises, the economy is healthy, say economists.
Why is the GDP flawed?
GDP measures a country's yearly spending.
The government may adjust this to make the economy look good.
GDP = C + G + I + NX
C = Consumer Spending
G = Government Spending
I = Investments (Equipment, inventories, housing, etc.)
NX = Exports minus Imports
GDP is a country's annual spending.
The government can print money to boost GDP. The government has a motive to increase and manage GDP.
Because government expenditure is part of GDP, printing money and spending it on anything will raise GDP.
They've done this. Since 1950, US government spending has grown 8% annually, faster than GDP.
In 2022, government spending accounted for 44% of GDP. It's the highest since WWII. In 1790-1910, it was 3% of GDP.
Who cares?
The economy isn't only spending. Focus on citizens' purchasing power or quality of life.
Since GDP just measures spending, the government can print money to boost GDP.
Even if Americans are poorer than last year, economists can say GDP is up and everything is fine.
How many people are unemployed is not counted in the unemployment rate.
The unemployment rate measures a country's labor market. If unemployment is high, people aren't doing well economically.
The BLS estimates the (self-reported) unemployment rate as 3-4%.
Why is the unemployment rate so high?
The US government surveys 100k persons to measure unemployment. They extrapolate this data for the country.
They come into 3 categories:
Employed
People with jobs are employed … duh.
Unemployed
People who are “jobless, looking for a job, and available for work” are unemployed
Not in the labor force
The “labor force” is the employed + the unemployed.
The unemployment rate is the percentage of unemployed workers.
Problem is unemployed definition. You must actively seek work to be considered unemployed.
You're no longer unemployed if you haven't interviewed in 4 weeks.
This shit makes no goddamn sense.
Why does this matter?
You can't interview if there are no positions available. You're no longer unemployed after 4 weeks.
In 1994, the BLS redefined "unemployed" to exclude discouraged workers.
If you haven't interviewed in 4 weeks, you're no longer counted in the unemployment rate.
If unemployment were measured by total unemployed, it would be 25%.
Because the government wants to keep the unemployment rate low, they modify the definition.
If every US resident was unemployed and had no job interviews, economists would declare 0% unemployment. Excellent!
Inflation is not measured by the CPI.
The BLS measures CPI. This month was the highest since 1981.
CPI measures the cost of a basket of products across time. Food, energy, shelter, and clothes are included.
A 9.1% CPI means the basket of items is 9.1% more expensive.
What is the CPI problem?
Here's a more detailed explanation of CPI's flaws.
In summary, CPI is manipulated to be understated.
Housing costs are understated to manipulate CPI. Housing accounts for 33% of the CPI because it's the biggest expense for most people.
This signifies it's the biggest CPI weight.
Rather than using actual house prices, the Bureau of Labor Statistics essentially makes shit up. You can read more about the process here.
Surprise! It’s bullshit
The BLS stated Shelter's price rose 5.5% this month.
House prices are up 11-21%. (Source 1, Source 2, Source 3)
Rents are up 14-26%. (Source 1, Source 2)
Why is this important?
If CPI included housing prices, it would be 12-15 percent this month, not 9.1 percent.
9% inflation is nuts. Your money's value halves every 7 years at 9% inflation.
Worse is 15% inflation. Your money halves every 4 years at 15% inflation.
If everyone realized they needed to double their wage every 4-5 years to stay wealthy, there would be riots.
Inflation drains our money's value so the government can keep printing it.
The Solution
Most individuals know the existing system doesn't work, but can't explain why.
People work hard yet lag behind. The government lies about the economy's data.
In reality:
GDP has been down since 2008
25% of Americans are unemployed
Inflation is actually 15%
People might join together to vote out kleptocratic politicians if they knew the reality.
Having reliable economic data is the first step.
People can't understand the situation without sufficient information. Instead of immigrants or billionaires, people would blame liar politicians.
Here’s the vision:
A decentralized, transparent, and global dashboard that tracks economic data like GDP, unemployment, and inflation for every country on Earth.
Government incentives influence economic statistics.
ShadowStats has already started this effort, but the calculations must be transparent, decentralized, and global to be effective.
If interested, email me at trevorstark02@gmail.com.
Here are some links to further your research:

Aaron Dinin, PhD
3 years ago
I put my faith in a billionaire, and he destroyed my business.
How did his money blind me?
Like most fledgling entrepreneurs, I wanted a mentor. I met as many nearby folks with "entrepreneur" in their LinkedIn biographies for coffee.
These meetings taught me a lot, and I'd suggest them to any new creator. Attention! Meeting with many experienced entrepreneurs means getting contradictory advice. One entrepreneur will tell you to do X, then the next one you talk to may tell you to do Y, which are sometimes opposites. You'll have to chose which suggestion to take after the chats.
I experienced this. Same afternoon, I had two coffee meetings with experienced entrepreneurs. The first meeting was with a billionaire entrepreneur who took his company public.
I met him in a swanky hotel lobby and ordered a drink I didn't pay for. As a fledgling entrepreneur, money was scarce.
During the meeting, I demoed the software I'd built, he liked it, and we spent the hour discussing what features would make it a success. By the end of the meeting, he requested I include a killer feature we both agreed would attract buyers. The feature was complex and would require some time. The billionaire I was sipping coffee with in a beautiful hotel lobby insisted people would love it, and that got me enthusiastic.
The second meeting was with a young entrepreneur who had recently raised a small amount of investment and looked as eager to pitch me as I was to pitch him. I forgot his name. I mostly recall meeting him in a filthy coffee shop in a bad section of town and buying his pricey cappuccino. Water for me.
After his pitch, I demoed my app. When I was done, he barely noticed. He questioned my customer acquisition plan. Who was my client? What did they offer? What was my plan? Etc. No decent answers.
After our meeting, he insisted I spend more time learning my market and selling. He ignored my questions about features. Don't worry about features, he said. Customers will request features. First, find them.
Putting your faith in results over relevance
Problems plagued my afternoon. I met with two entrepreneurs who gave me differing advice about how to proceed, and I had to decide which to pursue. I couldn't decide.
Ultimately, I followed the advice of the billionaire.
Obviously.
Who wouldn’t? That was the guy who clearly knew more.
A few months later, I constructed the feature the billionaire said people would line up for.
The new feature was unpopular. I couldn't even get the billionaire to answer an email showing him what I'd done. He disappeared.
Within a few months, I shut down the company, wasting all the time and effort I'd invested into constructing the killer feature the billionaire said I required.
Would follow the struggling entrepreneur's advice have saved my company? It would have saved me time in retrospect. Potential consumers would have told me they didn't want what I was producing, and I could have shut down the company sooner or built something they did want. Both outcomes would have been better.
Now I know, but not then. I favored achievement above relevance.
Success vs. relevance
The millionaire gave me advice on building a large, successful public firm. A successful public firm is different from a startup. Priorities change in the last phase of business building, which few entrepreneurs reach. He gave wonderful advice to founders trying to double their stock values in two years, but it wasn't beneficial for me.
The other failing entrepreneur had relevant, recent experience. He'd recently been in my shoes. We still had lots of problems. He may not have achieved huge success, but he had valuable advice on how to pass the closest hurdle.
The money blinded me at the moment. Not alone So much of company success is defined by money valuations, fundraising, exits, etc., so entrepreneurs easily fall into this trap. Money chatter obscures the value of knowledge.
Don't base startup advice on a person's income. Focus on what and when the person has learned. Relevance to you and your goals is more important than a person's accomplishments when considering advice.

MAJESTY AliNICOLE WOW!
3 years ago
YouTube's faceless videos are growing in popularity, but this is nothing new.
I've always bucked social media norms. YouTube doesn't compare. Traditional video made me zig when everyone zagged. Audio, picture personality animation, thought movies, and slide show videos are most popular and profitable.
YouTube's business is shifting. While most video experts swear by the idea that YouTube success is all about making personal and professional Face-Share-Videos, those who use YouTube for business know things are different.
In this article, I will share concepts from my mini master class Figures to Followers: Prioritizing Purposeful Profits Over Popularity on YouTube to Create the Win-Win for You, Your Audience & More and my forthcoming publication The WOWTUBE-PRENEUR FACTOR EVOLUTION: The Basics of Powerfully & Profitably Positioning Yourself as a Video Communications Authority to Broadcast Your WOW Effect as a Video Entrepreneur.
I've researched the psychology, anthropology, and anatomy of significant social media platforms as an entrepreneur and social media marketing expert. While building my YouTube empire, I've paid particular attention to what works for short, mid, and long-term success, whether it's a niche-focused, lifestyle, or multi-interest channel.
Most new, semi-new, and seasoned YouTubers feel vlog-style or live-on-camera videos are popular. Faceless, animated, music-text-based, and slideshow videos do well for businesses.
Buyer-consumer vs. content-consumer thinking is totally different when absorbing content. Profitability and popularity are closely related, however most people become popular with traditional means but not profitable.
In my experience, Faceless videos are more profitable, although it depends on the channel's style. Several professionals are now teaching in their courses that non-traditional films are making the difference in their business success and popularity.
Face-Share-Personal-Touch videos make audiences feel like they know the personality, but they're not profitable.
Most spend hours creating articles, videos, and thumbnails to seem good. That's how most YouTubers gained their success in the past, but not anymore.
Looking the part and performing a typical role in videos doesn't convert well, especially for newbie channels.
Working with video marketers and YouTubers for years, I've noticed that most struggle to be consistent with content publishing since they exclusively use formats that need extensive development. Camera and green screen set ups, shooting/filming, and editing for post productions require their time, making it less appealing to post consistently, especially if they're doing all the work themselves.
Because they won't make simple format videos or audio videos with an overlay image, they overcomplicate the procedure (even with YouTube Shorts), and they leave their channels for weeks or months. Again, they believe YouTube only allows specific types of videos. Even though this procedure isn't working, they plan to keep at it.
A successful YouTube channel needs multiple video formats to suit viewer needs, I teach. Face-Share-Personal Touch and Faceless videos are both useful.
How people engage with YouTube content has changed over the years, and the average customer is no longer interested in an all-video channel.
Face-Share-Personal-Touch videos are great
Google Live
Online training
Giving listeners a different way to access your podcast that is being broadcast on sites like Anchor, BlogTalkRadio, Spreaker, Google, Apple Store, and others Many people enjoy using a video camera to record themselves while performing the internet radio, Facebook, or Instagram Live versions of their podcasts.
Video Blog Updates
even more
Faceless videos are popular for business and benefit both entrepreneurs and audiences.
For the business owner/entrepreneur…
Less production time results in time dollar savings.
enables the business owner to demonstrate the diversity of content development
For the Audience…
The channel offers a variety of appealing content options.
The same format is not monotonous or overly repetitive for the viewers.
Below are a couple videos from YouTube guru Make Money Matt's channel, which has over 347K subscribers.
Enjoy
24 Best Niches to Make Money on YouTube Without Showing Your Face
Make Money on YouTube Without Making Videos (Free Course)
In conclusion, you have everything it takes to build your own YouTube brand and empire. Learn the rules, then adapt them to succeed.
Please reread this and the other suggested articles for optimal benefit.
I hope this helped. How has this article helped you? Follow me for more articles like this and more multi-mission expressions.
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