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Nathan Reiff

Nathan Reiff

3 years ago

Howey Test and Cryptocurrencies: 'Every ICO Is a Security'

What Is the Howey Test?

To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts." 

The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.

Understanding the Howey Test

The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land. 

The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.

This established four criteria for determining an investment contract. Investing contract:

  1. An investment of money
  2. n a common enterprise
  3. With the expectation of profit
  4. To be derived from the efforts of others

In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.

Howey Test and Cryptocurrencies

Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.

The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test. 

Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."

For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.

These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."

Special Considerations

If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register. 

In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry. 

Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities. 

SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'

Howey Test FAQs

How Do You Determine If Something Is a Security?

The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.

The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.

Why Is Bitcoin Not a Security?

Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.

Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities. 

A Security Defined by the SEC

In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.

The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:

  • An investment contract's existence
  • The formation of a common enterprise
  • The issuer's profit promise
  • Third-party promotion of the offering

Read original post.

More on Web3 & Crypto

Ann

Ann

2 years ago

These new DeFi protocols are just amazing.

I've never seen this before.

Focus on native crypto development, not price activity or turmoil.

CT is boring now. Either folks are still angry about FTX or they're distracted by AI. Plus, it's year-end, and people rest for the holidays. 2022 was rough.

So DeFi fans can get inspired by something fresh. Who's building? As I read the Defillama daily roundup, many updates are still on FTX and its contagion.

I've used the same method on their Raises page. Not much happened :(. Maybe my high standards are to fault, but the business may be resting. OK.

The handful I locate might last us till the end of the year. (If another big blowup occurs.)

Hashflow

An on-chain monitor account I follow reported a huge transfer of $HFT from Binance to Jump Tradings.

I was intrigued. Stacking? So I checked and discovered out the project was launched through Binance Launchpad, which has introduced many 100x tokens (although momentarily) in the past, such as GALA and STEPN.

Hashflow appears to be pumpable. Binance launchpad, VC backers, CEX listing immediately. What's the protocol?

Hasflow is intriguing and timely, I discovered. After the FTX collapse, people looked more at DEXs.

Hashflow is a decentralized exchange that connects traders with professional market makers, according to its Binance launchpad description. Post-FTX, market makers lost their MM-ing chance with the collapse of the world's third-largest exchange. Jump and Wintermute back them?

Their swap page is rather typical, but notice they’d display the price quote a user would get if they use competitors like Uniswap.

Why is that the case? Hashflow doesn't use bonding curves like standard AMM. On AMMs, you pay more for the following trade because the prior trade reduces liquidity (supply and demand). With market maker quotations, you get a CEX-like experience (fewer coins in the pool, higher price). Stable prices, no MEV frontrunning.

Hashflow is innovative because...

DEXs gained from the FTX crash, but let's be honest: DEXs aren't as good as CEXs. Hashflow will change this.

Hashflow offers MEV protection, which major dealers seek in DEXs. You can trade large amounts without front running and sandwich assaults.

Hasflow offers a user-friendly swapping platform besides MEV. Any chain can be traded smoothly. This is a benefit because DEXs lag CEXs in UX.

Status, timeline:

Wintermute wrote in August that prominent market makers will work on Hashflow. Binance launched a month-long farming session in December. Jump probably participated in this initial sell, therefore we witnessed a significant transfer after the introduction.

Binance began trading HFT token on November 11 (the day FTX imploded). coincidence?)

Tokens are used for community rewards. Perhaps they'd copy dYdX. (Airdrop?). Read their documents about their future plans. Tokenomics doesn't impress me. Governance, rewards, and NFT.

Their stat page details their activity. First came Ethereum, then Arbitrum. For a new protocol in a bear market, they handled a lot of unique users daily.

It’s interesting to see their future. Will they be thriving? Not only against DEXs, but also among the CEXs too.

STFX

I forget how I found STFX. Possibly a Twitter thread concerning Arbitrum applications. STFX was the only new protocol I found interesting.

STFX is a new concept and trader problem-solver. I've never seen this protocol.

STFX allows you copy trades. You give someone your money to trade for you.

It's a marketplace. Traders are everywhere. You put your entry, exit, liquidation point, and trading theory. Twitter has a verification system for socials. Leaderboards display your trading skill.

This service could be popular. Staying disciplined is the hardest part of trading. Sometimes you take-profit too early or too late, or sell at a loss when an asset dumps, then it soon recovers (often happens in crypto.) It's hard to stick to entry-exit and liquidation plans.

What if you could hire someone to run your trade for a little commission? Set-and-forget.

Trading money isn't easy. Trust how? How do you know they won't steal your money?

Smart contracts.

STFX's trader is a vault maker/manager. One trade=one vault. User sets long/short, entrance, exit, and liquidation point. Anyone who agrees can exchange instantly. The smart contract will keep the fund during the trade and limit the manager's actions.

Here's STFX's transaction flow.

From their documentation.

Managers and the treasury receive fees. It's a sustainable business strategy that benefits everyone.

I'm impressed by $STFX's planned use. Brilliant priority access. A crypto dealer opens a vault here. Many would join. STFX tokens offer VIP access over those without tokens.

STFX provides short-term trading, which is mind-blowing to me. I agree with their platform's purpose. Crypto market pricing actions foster short-termism. When you trade, the turnover could be larger than long-term holding or trading. 2017 BTC buyers waited 5 years to complete their holdings.

STFX teams simply adapted. Volatility aids trading.

All things about STFX scream Degen. The protocol fully embraces the degen nature of some, if not most, crypto natives.

An enjoyable dApp. Leaderboards are fun for reputation-building. FLEXING COMPETITIONS. You can join for as low as $10. STFX uses Arbitrum, therefore gas costs are low. Alpha procedure completes the degen feeling.

Despite looking like they don't take themselves seriously, I sense a strong business plan below. There is a real demand for the solution STFX offers.

Yogesh Rawal

Yogesh Rawal

3 years ago

Blockchain to solve growing privacy challenges

Most online activity is now public. Businesses collect, store, and use our personal data to improve sales and services.

In 2014, Uber executives and employees were accused of spying on customers using tools like maps. Another incident raised concerns about the use of ‘FaceApp'. The app was created by a small Russian company, and the photos can be used in unexpected ways. The Cambridge Analytica scandal exposed serious privacy issues. The whole incident raised questions about how governments and businesses should handle data. Modern technologies and practices also make it easier to link data to people.

As a result, governments and regulators have taken steps to protect user data. The General Data Protection Regulation (GDPR) was introduced by the EU to address data privacy issues. The law governs how businesses collect and process user data. The Data Protection Bill in India and the General Data Protection Law in Brazil are similar.
Despite the impact these regulations have made on data practices, a lot of distance is yet to cover.

Blockchain's solution

Blockchain may be able to address growing data privacy concerns. The technology protects our personal data by providing security and anonymity. The blockchain uses random strings of numbers called public and private keys to maintain privacy. These keys allow a person to be identified without revealing their identity. Blockchain may be able to ensure data privacy and security in this way. Let's dig deeper.

Financial transactions

Online payments require third-party services like PayPal or Google Pay. Using blockchain can eliminate the need to trust third parties. Users can send payments between peers using their public and private keys without providing personal information to a third-party application. Blockchain will also secure financial data.

Healthcare data

Blockchain technology can give patients more control over their data. There are benefits to doing so. Once the data is recorded on the ledger, patients can keep it secure and only allow authorized access. They can also only give the healthcare provider part of the information needed.

The major challenge

We tried to figure out how blockchain could help solve the growing data privacy issues. However, using blockchain to address privacy concerns has significant drawbacks. Blockchain is not designed for data privacy. A ‘distributed' ledger will be used to store the data. Another issue is the immutability of blockchain. Data entered into the ledger cannot be changed or deleted. It will be impossible to remove personal data from the ledger even if desired.

MIT's Enigma Project aims to solve this. Enigma's ‘Secret Network' allows nodes to process data without seeing it. Decentralized applications can use Secret Network to use encrypted data without revealing it.

Another startup, Oasis Labs, uses blockchain to address data privacy issues. They are working on a system that will allow businesses to protect their customers' data. 

Conclusion

Blockchain technology is already being used. Several governments use blockchain to eliminate centralized servers and improve data security. In this information age, it is vital to safeguard our data. How blockchain can help us in this matter is still unknown as the world explores the technology.

joyce shen

joyce shen

3 years ago

Framework to Evaluate Metaverse and Web3

Everywhere we turn, there's a new metaverse or Web3 debut. Microsoft recently announced a $68.7 BILLION cash purchase of Activision.

Like AI in 2013 and blockchain in 2014, NFT growth in 2021 feels like this year's metaverse and Web3 growth. We are all bombarded with information, conflicting signals, and a sensation of FOMO.

How can we evaluate the metaverse and Web3 in a noisy, new world? My framework for evaluating upcoming technologies and themes is shown below. I hope you will also find them helpful.

Understand the “pipes” in a new space. 

Whatever people say, Metaverse and Web3 will have to coexist with the current Internet. Companies who host, move, and store data over the Internet have a lot of intriguing use cases in Metaverse and Web3, whether in infrastructure, data analytics, or compliance. Hence the following point.

## Understand the apps layer and their infrastructure.

Gaming, crypto exchanges, and NFT marketplaces would not exist today if not for technology that enables rapid app creation. Yes, according to Chainalysis and other research, 30–40% of Ethereum is self-hosted, with the rest hosted by large cloud providers. For Microsoft to acquire Activision makes strategic sense. It's not only about the games, but also the infrastructure that supports them.

Follow the money

Understanding how money and wealth flow in a complex and dynamic environment helps build clarity. Unless you are exceedingly wealthy, you have limited ability to significantly engage in the Web3 economy today. Few can just buy 10 ETH and spend it in one day. You must comprehend who benefits from the process, and how that 10 ETH circulates now and possibly tomorrow. Major holders and players control supply and liquidity in any market. Today, most Web3 apps are designed to increase capital inflow so existing significant holders can utilize it to create a nascent Web3 economy. When you see a new Metaverse or Web3 application, remember how money flows.

What is the use case? 

What does the app do? If there is no clear use case with clear makers and consumers solving a real problem, then the euphoria soon fades, and the only stakeholders who remain enthused are those who have too much to lose.

Time is a major competition that is often overlooked.

We're only busier, but each day is still 24 hours. Using new apps may mean that time is lost doing other things. The user must be eager to learn. Metaverse and Web3 vs. our time?  I don't think we know the answer yet (at least for working adults whose cost of time is higher).
I don't think we know the answer yet (at least for working adults whose cost of time is higher).

People and organizations need security and transparency.

For new technologies or apps to be widely used, they must be safe, transparent, and trustworthy. What does secure Metaverse and Web3 mean? This is an intriguing subject for both the business and public sectors. Cloud adoption grew in part due to improved security and data protection regulations.

 The following frameworks can help analyze and understand new technologies and emerging technological topics, unless you are a significant investment fund with the financial ability to gamble on numerous initiatives and essentially form your own “index fund”.

I write on VC, startups, and leadership.

More on https://www.linkedin.com/in/joycejshen/ and https://joyceshen.substack.com/

This writing is my own opinion and does not represent investment advice.

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Jano le Roux

Jano le Roux

3 years ago

Here's What I Learned After 30 Days Analyzing Apple's Microcopy

Move people with tiny words.

Apple fanboy here.

  • Macs are awesome.

  • Their iPhones rock.

  • $19 cloths are great.

  • $999 stands are amazing.

I love Apple's microcopy even more.

It's like the marketing goddess bit into the Apple logo and blessed the world with microcopy.

I took on a 30-day micro-stalking mission.

Every time I caught myself wasting time on YouTube, I had to visit Apple’s website to learn the secrets of the marketing goddess herself.

We've learned. Golden apples are calling.

Cut the friction

Benefit-first, not commitment-first.

Brands lose customers through friction.

Most brands don't think like customers.

  • Brands want sales.

  • Brands want newsletter signups.

Here's their microcopy:

  • “Buy it now.”

  • “Sign up for our newsletter.”

Both are difficult. They ask for big commitments.

People are simple creatures. Want pleasure without commitment.

Apple nails this.

So, instead of highlighting the commitment, they highlight the benefit of the commitment.

Saving on the latest iPhone sounds easier than buying it. Everyone saves, but not everyone buys.

A subtle change in framing reduces friction.

Apple eliminates customer objections to reduce friction.

Less customer friction means simpler processes.

Apple's copy expertly reassures customers about shipping fees and not being home. Apple assures customers that returning faulty products is easy.

Apple knows that talking to a real person is the best way to reduce friction and improve their copy.

Always rhyme

Learn about fine rhyme.

Poets make things beautiful with rhyme.

Copywriters use rhyme to stand out.

Apple’s copywriters have mastered the art of corporate rhyme.

Two techniques are used.

1. Perfect rhyme

Here, rhymes are identical.

2. Imperfect rhyme

Here, rhyming sounds vary.

Apple prioritizes meaning over rhyme.

Apple never forces rhymes that don't fit.

It fits so well that the copy seems accidental.

Add alliteration

Alliteration always entertains.

Alliteration repeats initial sounds in nearby words.

Apple's copy uses alliteration like no other brand I've seen to create a rhyming effect or make the text more fun to read.

For example, in the sentence "Sam saw seven swans swimming," the initial "s" sound is repeated five times. This creates a pleasing rhythm.

Microcopy overuse is like pouring ketchup on a Michelin-star meal.

Alliteration creates a memorable phrase in copywriting. It's subtler than rhyme, and most people wouldn't notice; it simply resonates.

I love how Apple uses alliteration and contrast between "wonders" and "ease".

Assonance, or repeating vowels, isn't Apple's thing.

You ≠ Hero, Customer = Hero

Your brand shouldn't be the hero.

Because they'll be using your product or service, your customer should be the hero of your copywriting. With your help, they should feel like they can achieve their goals.

I love how Apple emphasizes what you can do with the machine in this microcopy.

It's divine how they position their tools as sidekicks to help below.

This one takes the cake:

Dialogue-style writing

Conversational copy engages.

Excellent copy Like sharing gum with a friend.

This helps build audience trust.

Apple does this by using natural connecting words like "so" and phrases like "But that's not all."

Snowclone-proof

The mother of all microcopy techniques.

A snowclone uses an existing phrase or sentence to create a new one. The new phrase or sentence uses the same structure but different words.

It’s usually a well know saying like:

To be or not to be.

This becomes a formula:

To _ or not to _.

Copywriters fill in the blanks with cause-related words. Example:

To click or not to click.

Apple turns "survival of the fittest" into "arrival of the fittest."

It's unexpected and surprises the reader.


So this was fun.

But my fun has just begun.

Microcopy is 21st-century poetry.

I came as an Apple fanboy.

I leave as an Apple fanatic.

Now I’m off to find an apple tree.

Cause you know how it goes.

(Apples, trees, etc.)


This post is a summary. Original post available here.

Stephen Moore

Stephen Moore

3 years ago

A Meta-Reversal: Zuckerberg's $71 Billion Loss 

The company's epidemic gains are gone.

Mid Journey: Prompt, ‘Mark Zuckerberg sad’

Mark Zuckerberg was in line behind Jeff Bezos and Bill Gates less than two years ago. His wealth soared to $142 billion. Facebook's shares reached $382 in September 2021.

What comes next is either the start of something truly innovative or the beginning of an epic rise and fall story.

In order to start over (and avoid Facebook's PR issues), he renamed the firm Meta. Along with the new logo, he announced a turn into unexplored territory, the Metaverse, as the next chapter for the internet after mobile. Or, Zuckerberg believed Facebook's death was near, so he decided to build a bigger, better, cooler ship. Then we saw his vision (read: dystopian nightmare) in a polished demo that showed Zuckerberg in a luxury home and on a spaceship with aliens. Initially, it looked entertaining. A problem was obvious, though. He might claim this was the future and show us using the Metaverse for business, play, and more, but when I took off my headset, I'd realize none of it was genuine.

The stock price is almost as low as January 2019, when Facebook was dealing with the aftermath of the Cambridge Analytica crisis.

Irony surrounded the technology's aim. Zuckerberg says the Metaverse connects people. Despite some potential uses, this is another step away from physical touch with people. Metaverse worlds can cause melancholy, addiction, and mental illness. But forget all the cool stuff you can't afford. (It may be too expensive online, too.)

Metaverse activity slowed for a while. In early February 2022, we got an earnings call update. Not good. Reality Labs lost $10 billion on Oculus and Zuckerberg's Metaverse. Zuckerberg expects losses to rise. Meta's value dropped 20% in 11 minutes after markets closed.

It was a sign of things to come.

The corporation has failed to create interest in Metaverse, and there is evidence the public has lost interest. Meta still relies on Facebook's ad revenue machine, which is also struggling. In July, the company announced a decrease in revenue and missed practically all its forecasts, ending a decade of exceptional growth and relentless revenue. They blamed a dismal advertising demand climate, and Apple's monitoring changes smashed Meta's ad model. Throw in whistleblowers, leaked data revealing the firm knows Instagram negatively affects teens' mental health, the current Capital Hill probe, and the fact TikTok is eating its breakfast, lunch, and dinner, and 2022 might be the corporation's worst year ever.

After a rocky start, tech saw unprecedented growth during the pandemic. It was a tech bubble and then some.

The gains reversed after the dust settled and stock markets adjusted. Meta's year-to-date decline is 60%. Apple Inc is down 14%, Amazon is down 26%, and Alphabet Inc is down 29%. At the time of writing, Facebook's stock price is almost as low as January 2019, when the Cambridge Analytica scandal broke. Zuckerberg owns 350 million Meta shares. This drop costs him $71 billion.

The company's problems are growing, and solutions won't be easy.

  • Facebook's period of unabated expansion and exorbitant ad revenue is ended, and the company's impact is dwindling as it continues to be the program that only your parents use. Because of the decreased ad spending and stagnant user growth, Zuckerberg will have less time to create his vision for the Metaverse because of the declining stock value and decreasing ad spending.

  • Instagram is progressively dying in its attempt to resemble TikTok, alienating its user base and further driving users away from Meta-products.

  • And now that the corporation has shifted its focus to the Metaverse, it is clear that, in its eagerness to improve its image, it fired the launch gun too early. You're fighting a lost battle when you announce an idea and then claim it won't happen for 10-15 years. When the idea is still years away from becoming a reality, the public is already starting to lose interest.

So, as I questioned earlier, is it the beginning of a technological revolution that will take this firm to stratospheric growth and success, or are we witnessing the end of Meta and Zuckerberg himself?

Alex Mathers

Alex Mathers

3 years ago

8 guidelines to help you achieve your objectives 5x fast

Follow Alex’s Instagram for more of his drawings and bonus ideas.

If you waste time every day, even though you're ambitious, you're not alone.

Many of us could use some new time-management strategies, like these:

Focus on the following three.

You're thinking about everything at once.

You're overpowered.

It's mental. We just have what's in front of us. So savor the moment's beauty.

Prioritize 1-3 things.

To be one of the most productive people you and I know, follow these steps.

Get along with boredom.

Many of us grow bored, sweat, and turn on Netflix.

We shout, "I'm rarely bored!" Look at me! I'm happy.

Shut it, Sally.

You're not making wonderful things for the world. Boredom matters.

If you can sit with it for a second, you'll get insight. Boredom? Breathe.

Go blank.

Then watch your creativity grow.

Check your MacroVision once more.

We don't know what to do with our time, which contributes to time-wasting.

Nobody does, either. Jeff Bezos won't hand-deliver that crap to you.

Daily vision checks are required.

Also:

What are 5 things you'd love to create in the next 5 years?

You're soul-searching. It's food.

Return here regularly, and you'll adore the high you get from doing valuable work.

Improve your thinking.

What's Alex's latest nonsense?

I'm talking about overcoming our own thoughts. Worrying wastes so much time.

Too many of us are assaulted by lies, myths, and insecurity.

Stop letting your worries massage you into a worried coma like a Thai woman.

Optimizing your thoughts requires accepting what you can't control.

It means letting go of unhelpful thoughts and returning to the moment.

Keep your blood sugar level.

I gave up gluten, donuts, and sweets.

This has really boosted my energy.

Blood-sugar-spiking carbs make us irritable and tired.

These day-to-day ups and downs aren't productive. It's crucial.

Know how your diet affects insulin levels. Now I have more energy and can do more without clenching my teeth.

Reduce harmful carbs to boost energy.

Create a focused setting for yourself.

When we optimize the mind, we have more energy and use our time better because we're not tense.

Changing our environment can also help us focus. Disabling alerts is one example.

Too hot makes me procrastinate and irritable.

List five items that hinder your productivity.

You may be amazed at how much you may improve by removing distractions.

Be responsible.

Accountability is a time-saver.

Creating an emotional pull to finish things.

Writing down our goals makes us accountable.

We can engage a coach or work with an accountability partner to feel horrible if we don't show up and finish on time.

Hey Jake, I’m going to write 1000 words every day for 30 days — you need to make sure I do.’ ‘Sure thing, Nathan, I’ll be making sure you check in daily with me.’

Tick.

You might also blog about your ambitions to show your dedication.

Now you can't hide when you promised to appear.

Acquire a liking for bravery.

Boldness changes everything.

I sometimes feel lazy and wonder why. If my food and sleep are in order, I should assess my footing.

Most of us live backward. Doubtful. Uncertain. Feelings govern us.

Backfooting isn't living. It's lame, and you'll soon melt. Live boldly now.

Be assertive.

Get disgustingly into everything. Expand.

Even if it's hard, stop being a b*tch.

Those that make Mr. Bold Bear their spirit animal benefit. Save time to maximize your effect.