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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
Read original post.
More on Web3 & Crypto
Sam Hickmann
3 years ago
Nomad.xyz got exploited for $190M
Key Takeaways:
Another hack. This time was different. This is a doozy.
Why? Nomad got exploited for $190m. It was crypto's 5th-biggest hack. Ouch.
It wasn't hackers, but random folks. What happened:
A Nomad smart contract flaw was discovered. They couldn't drain the funds at once, so they tried numerous transactions. Rookie!
People noticed and copied the attack.
They just needed to discover a working transaction, substitute the other person's address with theirs, and run it.
In a two-and-a-half-hour attack, $190M was siphoned from Nomad Bridge.
Nomad is a novel approach to blockchain interoperability that leverages an optimistic mechanism to increase the security of cross-chain communication. — nomad.xyz
This hack was permissionless, therefore anyone could participate.
After the fatal blow, people fought over the scraps.
Cross-chain bridges remain a DeFi weakness and exploit target. When they collapse, it's typically total.
$190M...gobbled.
Unbacked assets are hurting Nomad-dependent chains. Moonbeam, EVMOS, and Milkomeda's TVLs dropped.
This incident is every-man-for-himself, although numerous whitehats exploited the issue...
But what triggered the feeding frenzy?
How did so many pick the bones?
After a normal upgrade in June, the bridge's Replica contract was initialized with a severe security issue. The 0x00 address was a trusted root, therefore all messages were valid by default.
After a botched first attempt (costing $350k in gas), the original attacker's exploit tx called process() without first 'proving' its validity.
The process() function executes all cross-chain messages and checks the merkle root of all messages (line 185).
The upgrade caused transactions with a'messages' value of 0 (invalid, according to old logic) to be read by default as 0x00, a trusted root, passing validation as 'proven'
Any process() calls were valid. In reality, a more sophisticated exploiter may have designed a contract to drain the whole bridge.
Copycat attackers simply copied/pasted the same process() function call using Etherscan, substituting their address.
The incident was a wild combination of crowdhacking, whitehat activities, and MEV-bot (Maximal Extractable Value) mayhem.
For example, 🍉🍉🍉. eth stole $4M from the bridge, but claims to be whitehat.
Others stood out for the wrong reasons. Repeat criminal Rari Capital (Artibrum) exploited over $3M in stablecoins, which moved to Tornado Cash.
The top three exploiters (with 95M between them) are:
$47M: 0x56D8B635A7C88Fd1104D23d632AF40c1C3Aac4e3
$40M: 0xBF293D5138a2a1BA407B43672643434C43827179
$8M: 0xB5C55f76f90Cc528B2609109Ca14d8d84593590E
Here's a list of all the exploiters:
The project conducted a Quantstamp audit in June; QSP-19 foreshadowed a similar problem.
The auditor's comments that "We feel the Nomad team misinterpreted the issue" speak to a troubling attitude towards security that the project's "Long-Term Security" plan appears to confirm:
Concerns were raised about the team's response time to a live, public exploit; the team's official acknowledgement came three hours later.
"Removing the Replica contract as owner" stopped the exploit, but it was too late to preserve the cash.
Closed blockchain systems are only as strong as their weakest link.
The Harmony network is in turmoil after its bridge was attacked and lost $100M in late June.
What's next for Nomad's ecosystems?
Moonbeam's TVL is now $135M, EVMOS's is $3M, and Milkomeda's is $20M.
Loss of confidence may do more damage than $190M.
Cross-chain infrastructure is difficult to secure in a new, experimental sector. Bridge attacks can pollute an entire ecosystem or more.
Nomadic liquidity has no permanent home, so consumers will always migrate in pursuit of the "next big thing" and get stung when attentiveness wanes.
DeFi still has easy prey...
Sources: rekt.news & The Milk Road.
Sam Hickmann
4 years ago
A quick guide to formatting your text on INTΞGRITY
[06/20/2022 update] We have now implemented a powerful text editor, but you can still use markdown.
Markdown:
Headers
SYNTAX:
# This is a heading 1
## This is a heading 2
### This is a heading 3
#### This is a heading 4
RESULT:
This is a heading 1
This is a heading 2
This is a heading 3
This is a heading 4
Emphasis
SYNTAX:
**This text will be bold**
~~Strikethrough~~
*You **can** combine them*
RESULT:
This text will be italic
This text will be bold
You can combine them
Images
SYNTAX:
RESULT:
Videos
SYNTAX:
https://www.youtube.com/watch?v=7KXGZAEWzn0
RESULT:
Links
SYNTAX:
[Int3grity website](https://www.int3grity.com)
RESULT:
Tweets
SYNTAX:
https://twitter.com/samhickmann/status/1503800505864130561
RESULT:
Blockquotes
SYNTAX:
> Human beings face ever more complex and urgent problems, and their effectiveness in dealing with these problems is a matter that is critical to the stability and continued progress of society. \- Doug Engelbart, 1961
RESULT:
Human beings face ever more complex and urgent problems, and their effectiveness in dealing with these problems is a matter that is critical to the stability and continued progress of society. - Doug Engelbart, 1961
Inline code
SYNTAX:
Text inside `backticks` on a line will be formatted like code.
RESULT:
Text inside backticks on a line will be formatted like code.
Code blocks
SYNTAX:
'''js
function fancyAlert(arg) {
if(arg) {
$.facebox({div:'#foo'})
}
}
'''
RESULT:
function fancyAlert(arg) {
if(arg) {
$.facebox({div:'#foo'})
}
}
Maths
We support LaTex to typeset math. We recommend reading the full documentation on the official website
SYNTAX:
$$[x^n+y^n=z^n]$$
RESULT:
[x^n+y^n=z^n]
Tables
SYNTAX:
| header a | header b |
| ---- | ---- |
| row 1 col 1 | row 1 col 2 |
RESULT:
| header a | header b | header c |
|---|---|---|
| row 1 col 1 | row 1 col 2 | row 1 col 3 |
Franz Schrepf
3 years ago
What I Wish I'd Known About Web3 Before Building
Cryptoland rollercoaster
I've lost money in crypto.
Unimportant.
The real issue: I didn’t understand how.
I'm surrounded with winners. To learn more, I created my own NFTs, currency, and DAO.
Web3 is a hilltop castle. Everything is valuable, decentralized, and on-chain.
The castle is Disneyland: beautiful in images, but chaotic with lengthy lines and kids spending too much money on dressed-up animals.
When the throng and businesses are gone, Disneyland still has enchantment.
The Real Story of Web3
NFTs
Scarcity. Scarce NFTs. That's their worth.
Skull. Rare-looking!
Nonsense.
Bored Ape Yacht Club vs. my NFTs?
Marketing.
BAYC is amazing, but not for the reasons people believe. Apecoin and Otherside's art, celebrity following, and innovation? Stunning.
No other endeavor captured the zeitgeist better. Yet how long did you think it took to actually mint the NFTs?
1 hour? Maybe a week for the website?
Minting NFTs is incredibly easy. Kid-friendly. Developers are rare. Think about that next time somebody posts “DevS dO SMt!?”
NFTs will remain popular. These projects are like our Van Goghs and Monets. Still, be wary. It still uses exclusivity and wash selling like the OG art market.
Not all NFTs are art-related.
Soulbound and anonymous NFTs could offer up new use cases. Property rights, privacy-focused ID, open-source project verification. Everything.
NFTs build online trust through ownership.
We just need to evolve from the apes first.
NFTs' superpower is marketing until then.
Crypto currency
What the hell is a token?
99% of people are clueless.
So I invested in both coins and tokens. Same same. Only that they are not.
Coins have their own blockchain and developer/validator community. It's hard.
Creating a token on top of a blockchain? Five minutes.
Most consumers don’t understand the difference, creating an arbitrage opportunity: pretend you’re a serious project without having developers on your payroll.
Few market sites help. Take a look. See any tokens?
There's a hint one click deeper.
Some tokens are legitimate. Some coins are bad investments.
Tokens are utilized for DAO governance and DApp payments. Still, know who's behind a token. They might be 12 years old.
Coins take time and money. The recent LUNA meltdown indicates that currency investing requires research.
DAOs
Decentralized Autonomous Organizations (DAOs) don't work as you assume.
Yes, members can vote.
A productive organization requires more.
I've observed two types of DAOs.
Total decentralization total dysfunction
Centralized just partially. Community-driven.
A core team executes the DAO's strategy and roadmap in successful DAOs. The community owns part of the organization, votes on decisions, and holds the team accountable.
DAOs are public companies.
Amazing.
A shareholder meeting's logistics are staggering. DAOs may hold anonymous, secure voting quickly. No need for intermediaries like banks to chase up every shareholder.
Successful DAOs aren't totally decentralized. Large-scale voting and collaboration have never been easier.
And that’s all that matters.
Scale, speed.
My Web3 learnings
Disneyland is enchanting. Web3 too.
In a few cycles, NFTs may be used to build trust, not clout. Not speculating with coins. DAOs run organizations, not themselves.
Finally, some final thoughts:
NFTs will be a very helpful tool for building trust online. NFTs are successful now because of excellent marketing.
Tokens are not the same as coins. Look into any project before making a purchase. Make sure it isn't run by three 9-year-olds piled on top of one another in a trench coat, at the very least.
Not entirely decentralized, DAOs. We shall see a future where community ownership becomes the rule rather than the exception once we acknowledge this fact.
Crypto Disneyland is a rollercoaster with loops that make you sick.
Always buckle up.
Have fun!
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Jenn Leach
3 years ago
This clever Instagram marketing technique increased my sales to $30,000 per month.
No Paid Ads Required
I had an online store. After a year of running the company alongside my 9-to-5, I made enough to resign.
That day was amazing.
This Instagram marketing plan helped the store succeed.
How did I increase my sales to five figures a month without using any paid advertising?
I used customer event marketing.
I'm not sure this term exists. I invented it to describe what I was doing.
Instagram word-of-mouth, fan engagement, and interaction drove sales.
If a customer liked or disliked a product, the buzz would drive attention to the store.
I used customer-based events to increase engagement and store sales.
Success!
Here are the weekly Instagram customer events I coordinated while running my business:
Be the Buyer Days
Flash sales
Mystery boxes
Be the Buyer Days: How do they work?
Be the Buyer Days are exactly that.
You choose a day to share stock selections with social media followers.
This is an easy approach to engaging customers and getting fans enthusiastic about new releases.
First, pick a handful of items you’re considering ordering. I’d usually pick around 3 for Be the Buyer Day.
Then I'd poll the crowd on Instagram to vote on their favorites.
This was before Instagram stories, polls, and all the other cool features Instagram offers today. I think using these tools now would make this event even better.
I'd ask customers their favorite back then.
The growing comments excited customers.
Then I'd declare the winner, acquire the products, and start selling it.
How do flash sales work?
I mostly ran flash sales.
You choose a limited number of itemsdd for a few-hour sale.
We wanted most sales to result in sold-out items.
When an item sells out, it contributes to the sensation of scarcity and can inspire customers to visit your store to buy a comparable product, join your email list, become a fan, etc.
We hoped they'd act quickly.
I'd hold flash deals twice a week, which generated scarcity and boosted sales.
The store had a few thousand Instagram followers when I started flash deals.
Each flash sale item would make $400 to $600.
$400 x 3= $1,200
That's $1,200 on social media!
Twice a week, you'll make roughly $10K a month from Instagram.
$1,200/day x 8 events/month=$9,600
Flash sales did great.
We held weekly flash deals and sent social media and email reminders. That’s about it!
How are mystery boxes put together?
All you do is package a box of store products and sell it as a mystery box on TikTok or retail websites.
A $100 mystery box would cost $30.
You're discounting high-value boxes.
This is a clever approach to get rid of excess inventory and makes customers happy.
It worked!
Be the Buyer Days, flash deals, and mystery boxes helped build my company without paid advertisements.
All companies can use customer event marketing. Involving customers and providing an engaging environment can boost sales.
Try it!
Alex Mathers
3 years ago Draft
12 practices 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 learned to laugh at themselves.
Those who have something to protect can’t help but make it a very serious business, which drains the energy out of the room.
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.
Hold your breath, please.
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 attuned to their personal dietary needs.
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.
Abhimanyu Bhargava
3 years ago
VeeFriends Series 2: The Biggest NFT Opportunity Ever
VeeFriends is one NFT project I'm sure will last.
I believe in blockchain technology and JPEGs, aka NFTs. NFTs aren't JPEGs. It's not as it seems.
Gary Vaynerchuk is leading the pack with his new NFT project VeeFriends, I wrote a year ago. I was spot-on. It's the most innovative project I've seen.
Since its minting in May 2021, it has given its holders enormous value, most notably the first edition of VeeCon, a multi-day superconference featuring iconic and emerging leaders in NFTs and Popular Culture. First-of-its-kind NFT-ticketed Web3 conference to build friendships, share ideas, and learn together.
VeeFriends holders got free VeeCon NFT tickets. Attendees heard iconic keynote speeches, innovative talks, panels, and Q&A sessions.
It was a unique conference that most of us, including me, are looking forward to in 2023. The lineup was epic, and it allowed many to network in new ways. Really memorable learning. Here are a couple of gratitude posts from the attendees.
VeeFriends Series 2
This article explains VeeFriends if you're still confused.
GaryVee's hand-drawn doodles have evolved into wonderful characters. The characters' poses and backgrounds bring the VeeFriends IP to life.
Yes, this is the second edition of VeeFriends, and at current prices, it's one of the best NFT opportunities in years. If you have the funds and risk appetite to invest in NFTs, VeeFriends Series 2 is worth every penny. Even if you can't invest, learn from their journey.
1. Art Is the Start
Many critics say VeeFriends artwork is below average and not by GaryVee. Art is often the key to future success.
Let's look at one of the first Mickey Mouse drawings. No one would have guessed that this would become one of the most beloved animated short film characters. In Walt Before Mickey, Walt Disney's original mouse Mortimer was less refined.
First came a mouse...
These sketches evolved into Steamboat Willie, Disney's first animated short film.
Fred Moore redesigned the character artwork into what we saw in cartoons as kids. Mickey Mouse's history is here.
Looking at how different cartoon characters have evolved and gained popularity over decades, I believe Series 2 characters like Self-Aware Hare, Kind Kudu, and Patient Pig can do the same.
GaryVee captures this journey on the blockchain and lets early supporters become part of history. Time will tell if it rivals Disney, Pokemon, or Star Wars. Gary has been vocal about this vision.
2. VeeFriends is Intellectual Property for the Coming Generations
Most of us grew up watching cartoons, playing with toys, cards, and video games. Our interactions with fictional characters and the stories we hear shape us.
GaryVee is slowly curating an experience for the next generation with animated videos, card games, merchandise, toys, and more.
VeeFriends UNO, a collaboration with Mattel Creations, features 17 VeeFriends characters.
VeeFriends and Zerocool recently released Trading Cards featuring all 268 Series 1 characters and 15 new ones. Another way to build VeeFriends' collectibles brand.
At Veecon, all the characters were collectible toys. Something will soon emerge.
Kids and adults alike enjoy the YouTube channel's animated shorts and VeeFriends Tunes. Here's a song by the holder's Optimistic Otter-loving daughter.
This VeeFriends story is only the beginning. I'm looking forward to animated short film series, coloring books, streetwear, candy, toys, physical collectibles, and other forms of VeeFriends IP.
3. Veefriends will always provide utilities
Smart contracts can be updated at any time and authenticated on a ledger.
VeeFriends Series 2 gives no promise of any utility whatsoever. GaryVee released no project roadmap. In the first few months after launch, many owners of specific characters or scenes received utilities.
Every benefit or perk you receive helps promote the VeeFriends brand.
Recent partnerships are listed below.
MaryRuth's Multivitamin Gummies
Productive Puffin holders from VeeFriends x Primitive
Pickleball Scene & Clown Holders Only
Pickleball & Competitive Clown Exclusive experience, anteater multivitamin gummies, and Puffin x Primitive merch
Considering the price of NFTs, it may not seem like much. It's just the beginning; you never know what the future holds. No other NFT project offers such diverse, ongoing benefits.
4. Garyvee's team is ready
Gary Vaynerchuk's team and record are undisputed. He's a serial entrepreneur and the Chairman & CEO of VaynerX, which includes VaynerMedia, VaynerCommerce, One37pm, and The Sasha Group.
Gary founded VaynerSports, Resy, and Empathy Wines. He's a Candy Digital Board Member, VCR Group Co-Founder, ArtOfficial Co-Founder, and VeeFriends Creator & CEO. Gary was recently named one of Fortune's Top 50 NFT Influencers.
Gary Vayenerchuk aka GaryVee
Gary documents his daily life as a CEO on social media, which has 34 million followers and 272 million monthly views. GaryVee Audio Experience is a top podcast. He's a five-time New York Times best-seller and sought-after speaker.
Gary can observe consumer behavior to predict trends. He understood these trends early and pioneered them.
1997 — Realized e-potential commerce's and started winelibrary.com. In five years, he grew his father's wine business from $3M to $60M.
2006 — Realized content marketing's potential and started Wine Library on YouTube. TV
2009 — Estimated social media's potential (Web2) and invested in Facebook, Twitter, and Tumblr.
2014: Ethereum and Bitcoin investments
2021 — Believed in NFTs and Web3 enough to launch VeeFriends
GaryVee isn't all of VeeFriends. Andy Krainak, Dave DeRosa, Adam Ripps, Tyler Dowdle, and others work tirelessly to make VeeFriends a success.
GaryVee has said he'll let other businesses fail but not VeeFriends. We're just beginning his 40-year vision.
I have more confidence than ever in a company with a strong foundation and team.
5. Humans die, but characters live forever
What if GaryVee dies or can't work?
A writer's books can immortalize them. As long as their books exist, their words are immortal. Socrates, Hemingway, Aristotle, Twain, Fitzgerald, and others have become immortal.
Everyone knows Vincent Van Gogh's The Starry Night.
We all love reading and watching Peter Parker, Thor, or Jessica Jones. Their behavior inspires us. Stan Lee's message and stories live on despite his death.
GaryVee represents VeeFriends. Creating characters to communicate ensures that the message reaches even those who don't listen.
Gary wants his values and messages to be omnipresent in 268 characters. Messengers die, but their messages live on.
Gary envisions VeeFriends creating timeless stories and experiences. Ten years from now, maybe every kid will sing Patient Pig.
6. I love the intent.
Gary planned to create Workplace Warriors three years ago when he began designing Patient Panda, Accountable Ant, and Empathy elephant. The project stalled. When NFTs came along, he knew.
Gary wanted to create characters with traits he values, such as accountability, empathy, patience, kindness, and self-awareness. He wants future generations to find these traits cool. He hopes one or more of his characters will become pop culture icons.
These emotional skills aren't taught in schools or colleges, but they're crucial for business and life success. I love that someone is teaching this at scale.
In the end, intent matters.
Humans Are Collectors
Buy and collect things to communicate. Since the 1700s. Medieval people formed communities around hidden metals and stones. Many people still collect stamps and coins, and luxury and fashion are multi-trillion dollar industries. We're collectors.
The early 2020s NFTs will be remembered in the future. VeeFriends will define a cultural and technological shift in this era. VeeFriends Series 1 is the original hand-drawn art, but it's expensive. VeeFriends Series 2 is a once-in-a-lifetime opportunity at $1,000.
If you are new to NFTs, check out How to Buy a Non Fungible Token (NFT) For Beginners
This is a non-commercial article. Not financial or legal advice. Information isn't always accurate. Before making important financial decisions, consult a pro or do your own research.
This post is a summary. Read the full article here