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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

forkast

forkast

3 years ago

Three Arrows Capital collapse sends crypto tremors

Three Arrows Capital's Google search volume rose over 5,000%.

Three Arrows Capital, a Singapore-based cryptocurrency hedge fund, filed for Chapter 15 bankruptcy last Friday to protect its U.S. assets from creditors.

  • Three Arrows filed for bankruptcy on July 1 in New York.

  • Three Arrows was ordered liquidated by a British Virgin Islands court last week after defaulting on a $670 million loan from Voyager Digital. Three days later, the Singaporean government reprimanded Three Arrows for spreading misleading information and exceeding asset limits.

  • Three Arrows' troubles began with Terra's collapse in May, after it bought US$200 million worth of Terra's LUNA tokens in February, co-founder Kyle Davies told the Wall Street Journal. Three Arrows has failed to meet multiple margin calls since then, including from BlockFi and Genesis.

  • Three Arrows Capital, founded by Kyle Davies and Su Zhu in 2012, manages $10 billion in crypto assets.

  • Bitcoin's price fell from US$20,600 to below US$19,200 after Three Arrows' bankruptcy petition. According to CoinMarketCap, BTC is now above US$20,000.

What does it mean?

Every action causes an equal and opposite reaction, per Newton's third law. Newtonian physics won't comfort Three Arrows investors, but future investors will thank them for their overconfidence.

Regulators are taking notice of crypto's meteoric rise and subsequent fall. Historically, authorities labeled the industry "high risk" to warn traditional investors against entering it. That attitude is changing. Regulators are moving quickly to regulate crypto to protect investors and prevent broader asset market busts.

The EU has reached a landmark deal that will regulate crypto asset sales and crypto markets across the 27-member bloc. The U.S. is close behind with a similar ruling, and smaller markets are also looking to improve safeguards.

For many, regulation is the only way to ensure the crypto industry survives the current winter.

William Brucee

William Brucee

3 years ago

This person is probably Satoshi Nakamoto.

illustration by Cryptotactic.io

Who founded bitcoin is the biggest mystery in technology today, not how it works.

On October 31, 2008, Satoshi Nakamoto posted a whitepaper to a cryptography email list. Still confused by the mastermind who changed monetary history.

Journalists and bloggers have tried in vain to uncover bitcoin's creator. Some candidates self-nominated. We're still looking for the mystery's perpetrator because none of them have provided proof.

One person. I'm confident he invented bitcoin. Let's assess Satoshi Nakamoto before I reveal my pick. Or what he wants us to know.

Satoshi's P2P Foundation biography says he was born in 1975. He doesn't sound or look Japanese. First, he wrote the whitepaper and subsequent articles in flawless English. His sleeping habits are unusual for a Japanese person.

Stefan Thomas, a Bitcoin Forum member, displayed Satoshi's posting timestamps. Satoshi Nakamoto didn't publish between 2 and 8 p.m., Japanese time. Satoshi's identity may not be real.

Why would he disguise himself?

There is a legitimate explanation for this

Phil Zimmermann created PGP to give dissidents an open channel of communication, like Pretty Good Privacy. US government seized this technology after realizing its potential. Police investigate PGP and Zimmermann.

This technology let only two people speak privately. Bitcoin technology makes it possible to send money for free without a bank or other intermediary, removing it from government control.

How much do we know about the person who invented bitcoin?

Here's what we know about Satoshi Nakamoto now that I've covered my doubts about his personality.

Satoshi Nakamoto first appeared with a whitepaper on metzdowd.com. On Halloween 2008, he presented a nine-page paper on a new peer-to-peer electronic monetary system.

Using the nickname satoshi, he created the bitcointalk forum. He kept developing bitcoin and created bitcoin.org. Satoshi mined the genesis block on January 3, 2009.

Satoshi Nakamoto worked with programmers in 2010 to change bitcoin's protocol. He engaged with the bitcoin community. Then he gave Gavin Andresen the keys and codes and transferred community domains. By 2010, he'd abandoned the project.

The bitcoin creator posted his goodbye on April 23, 2011. Mike Hearn asked Satoshi if he planned to rejoin the group.

“I’ve moved on to other things. It’s in good hands with Gavin and everyone.”

Nakamoto Satoshi

The man who broke the banking system vanished. Why?

illustration by Cryptotactic.io

Satoshi's wallets held 1,000,000 BTC. In December 2017, when the price peaked, he had over US$19 billion. Nakamoto had the 44th-highest net worth then. He's never cashed a bitcoin.

This data suggests something happened to bitcoin's creator. I think Hal Finney is Satoshi Nakamoto .

Hal Finney had ALS and died in 2014. I suppose he created the future of money, then he died, leaving us with only rumors about his identity.

Hal Finney, who was he?

Hal Finney graduated from Caltech in 1979. Student peers voted him the smartest. He took a doctoral-level gravitational field theory course as a freshman. Finney's intelligence meets the first requirement for becoming Satoshi Nakamoto.

Students remember Finney holding an Ayn Rand book. If he'd read this, he may have developed libertarian views.

His beliefs led him to a small group of freethinking programmers. In the 1990s, he joined Cypherpunks. This action promoted the use of strong cryptography and privacy-enhancing technologies for social and political change. Finney helped them achieve a crypto-anarchist perspective as self-proclaimed privacy defenders.

Zimmermann knew Finney well.

Hal replied to a Cypherpunk message about Phil Zimmermann and PGP. He contacted Phil and became PGP Corporation's first member, retiring in 2011. Satoshi Nakamoto quit bitcoin in 2011.

Finney improved the new PGP protocol, but he had to do so secretly. He knew about Phil's PGP issues. I understand why he wanted to hide his identity while creating bitcoin.

Why did he pretend to be from Japan?

His envisioned persona was spot-on. He resided near scientist Dorian Prentice Satoshi Nakamoto. Finney could've assumed Nakamoto's identity to hide his. Temple City has 36,000 people, so what are the chances they both lived there? A cryptographic genius with the same name as Bitcoin's creator: coincidence?

Things went differently, I think.

I think Hal Finney sent himself Satoshis messages. I know it's odd. If you want to conceal your involvement, do as follows. He faked messages and transferred the first bitcoins to himself to test the transaction mechanism, so he never returned their money.

Hal Finney created the first reusable proof-of-work system. The bitcoin protocol. In the 1990s, Finney was intrigued by digital money. He invented CRypto cASH in 1993.

Legacy

Hal Finney's contributions should not be forgotten. Even if I'm wrong and he's not Satoshi Nakamoto, we shouldn't forget his bitcoin contribution. He helped us achieve a better future.

CyberPunkMetalHead

CyberPunkMetalHead

3 years ago

Developed an automated cryptocurrency trading tool for nearly a year before unveiling it this month.

Overview

I'm happy to provide this important update. We've worked on this for a year and a half, so I'm glad to finally write it. We named the application AESIR because we’ve love Norse Mythology. AESIR automates and runs trading strategies.

  • Volatility, technical analysis, oscillators, and other signals are currently supported by AESIR.

  • Additionally, we enhanced AESIR's ability to create distinctive bespoke signals by allowing it to analyze many indicators and produce a single signal.

  • AESIR has a significant social component that allows you to copy the best-performing public setups and use them right away.

Enter your email here to be notified when AEISR launches.

Views on algorithmic trading

First, let me clarify. Anyone who claims algorithmic trading platforms are money-printing plug-and-play devices is a liar. Algorithmic trading platforms are a collection of tools.

A trading algorithm won't make you a competent trader if you lack a trading strategy and yolo your funds without testing. It may hurt your trade. Test and alter your plans to account for market swings, but comprehend market signals and trends.

Status Report

Throughout closed beta testing, we've communicated closely with users to design a platform they want to use.

To celebrate, we're giving you free Aesir Viking NFTs and we cover gas fees.

Why use a trading Algorithm?

  • Automating a successful manual approach

  • experimenting with and developing solutions that are impossible to execute manually

One AESIR strategy lets you buy any cryptocurrency that rose by more than x% in y seconds.

AESIR can scan an exchange for coins that have gained more than 3% in 5 minutes. It's impossible to manually analyze over 1000 trading pairings every 5 minutes. Auto buy dips or DCA around a Dip

Sneak Preview

Here's the Leaderboard, where you can clone the best public settings.

As a tiny, self-funded team, we're excited to unveil our product. It's a beta release, so there's still more to accomplish, but we know where we stand.

If this sounds like a project that you might want to learn more about, you can sign up to our newsletter and be notified when AESIR launches.

Useful Links:

Join the Discord | Join our subreddit | Newsletter | Mint Free NFT

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Steffan Morris Hernandez

Steffan Morris Hernandez

2 years ago

10 types of cognitive bias to watch out for in UX research & design

10 biases in 10 visuals

Image by Steffan Morris Hernandez

Cognitive biases are crucial for UX research, design, and daily life. Our biases distort reality.

After learning about biases at my UX Research bootcamp, I studied Erika Hall's Just Enough Research and used the Nielsen Norman Group's wealth of information. 10 images show my findings.

1. Bias in sampling

Misselection of target population members causes sampling bias. For example, you are building an app to help people with food intolerances log their meals and are targeting adult males (years 20-30), adult females (ages 20-30), and teenage males and females (ages 15-19) with food intolerances. However, a sample of only adult males and teenage females is biased and unrepresentative.

Image by Steffan Morris Hernandez

2. Sponsor Disparity

Sponsor bias occurs when a study's findings favor an organization's goals. Beware if X organization promises to drive you to their HQ, compensate you for your time, provide food, beverages, discounts, and warmth. Participants may endeavor to be neutral, but incentives and prizes may bias their evaluations and responses in favor of X organization.

In Just Enough Research, Erika Hall suggests describing the company's aims without naming it.

Image by Steffan Morris Hernandez

Third, False-Consensus Bias

False-consensus bias is when a person thinks others think and act the same way. For instance, if a start-up designs an app without researching end users' needs, it could fail since end users may have different wants. https://www.nngroup.com/videos/false-consensus-effect/

Working directly with the end user and employing many research methodologies to improve validity helps lessen this prejudice. When analyzing data, triangulation can boost believability.

Image by Steffan Morris Hernandez

Bias of the interviewer

I struggled with this bias during my UX research bootcamp interviews. Interviewing neutrally takes practice and patience. Avoid leading questions that structure the story since the interviewee must interpret them. Nodding or smiling throughout the interview may subconsciously influence the interviewee's responses.

Image by Steffan Morris Hernandez

The Curse of Knowledge

The curse of knowledge occurs when someone expects others understand a subject as well as they do. UX research interviews and surveys should reduce this bias because technical language might confuse participants and harm the research. Interviewing participants as though you are new to the topic may help them expand on their replies without being influenced by the researcher's knowledge.

The curse of knowledge visual

Confirmation Bias

Most prevalent bias. People highlight evidence that supports their ideas and ignore data that doesn't. The echo chamber of social media creates polarization by promoting similar perspectives.

A researcher with confirmation bias may dismiss data that contradicts their research goals. Thus, the research or product may not serve end users.

Image by Steffan Morris Hernandez

Design biases

UX Research design bias pertains to study construction and execution. Design bias occurs when data is excluded or magnified based on human aims, assumptions, and preferences.

Image by Steffan Morris Hernandez

The Hawthorne Impact

Remember when you behaved differently while the teacher wasn't looking? When you behaved differently without your parents watching? A UX research study's Hawthorne Effect occurs when people modify their behavior because you're watching. To escape judgment, participants may act and speak differently.

To avoid this, researchers should blend into the background and urge subjects to act alone.

Image by Steffan Morris Hernandez

The bias against social desire

People want to belong to escape rejection and hatred. Research interviewees may mislead or slant their answers to avoid embarrassment. Researchers should encourage honesty and confidentiality in studies to address this. Observational research may reduce bias better than interviews because participants behave more organically.

Image by Steffan Morris Hernandez

Relative Time Bias

Humans tend to appreciate recent experiences more. Consider school. Say you failed a recent exam but did well in the previous 7 exams. Instead, you may vividly recall the last terrible exam outcome.

If a UX researcher relies their conclusions on the most recent findings instead of all the data and results, recency bias might occur.

Image by Steffan Morris Hernandez

I hope you liked learning about UX design, research, and real-world biases.

Simone Basso

Simone Basso

3 years ago

How I set up my teams to be successful

After 10 years of working in scale-ups, I've embraced a few concepts for scaling Tech and Product teams.

First, cross-functionalize teams. Product Managers represent the business, Product Designers the consumer, and Engineers build.

I organize teams of 5-10 individuals, following AWS's two pizza teams guidelines, with a Product Trio guiding each.

If more individuals are needed to reach a goal, I group teams under a Product Trio.

With Engineering being the biggest group, Staff/Principal Engineers often support the Trio on cross-team technical decisions.

Product Managers, Engineering Managers, or Engineers in the team may manage projects (depending on the project or aim), but the trio is collectively responsible for the team's output and outcome.

Once the Product Trio model is created, roles, duties, team ceremonies, and cooperation models must be clarified.

Keep reporting lines by discipline. Line managers are accountable for each individual's advancement, thus it's crucial that they know the work in detail.

Cross-team collaboration becomes more important after 3 teams (15-30 people). Teams can easily diverge in how they write code, run ceremonies, and build products.

Establishing groups of people that are cross-team, but grouped by discipline and skills, sharing and agreeing on working practices becomes critical.

The “Spotify Guild” model has been where I’ve taken a lot of my inspiration from.

Last, establish a taxonomy for communication channels.

In Slack, I create one channel per team and one per guild (and one for me to have discussions with the team leads).

These are just some of the basic principles I follow to organize teams.

A book I particularly like about team types and how they interact with each other is https://teamtopologies.com/.

Edward Williams

Edward Williams

3 years ago

I currently manage 4 profitable online companies. I find all the generic advice and garbage courses very frustrating. The only advice you need is this.

A man playing chess.

This is for young entrepreneurs, especially in tech.

People give useless success advice on TikTok and Reddit. Early risers, bookworms, etc. Entrepreneurship courses. Work hard and hustle.

False. These aren't successful traits.

I mean, organization is good. As someone who founded several businesses and now works at a VC firm, I find these tips to be clichés.

Based on founding four successful businesses and working with other successful firms, here's my best actionable advice:

1. Choose a sector or a niche and become an expert in it.

This is more generic than my next tip, but it's a must-do that's often overlooked. Become an expert in the industry or niche you want to enter. Discover everything.

Buy (future) competitors' products. Understand consumers' pain points. Market-test. Target keyword combos. Learn technical details.

The most successful businesses I've worked with were all formed by 9-5 employees. They knew the industry's pain points. They started a business targeting these pain points.

2. Choose a niche or industry crossroads to target.

How do you choose an industry or niche? What if your industry is too competitive?

List your skills and hobbies. Randomness is fine. Find an intersection between two interests or skills.

Say you build websites well. You like cars.

Web design is a *very* competitive industry. Cars and web design?

Instead of web design, target car dealers and mechanics. Build a few fake demo auto mechanic websites, then cold call shops with poor websites. Verticalize.

I've noticed a pattern:

  • Person works in a particular industry for a corporation.

  • Person gains expertise in the relevant industry.

  • Person quits their job and launches a small business to address a problem that their former employer was unwilling to address.

I originally posted this on Reddit and it seemed to have taken off so I decided to share it with you all.

Focus on the product. When someone buys from you, you convince them the product's value exceeds the price. It's not fair and favors the buyer.

Creating a superior product or service will win. Narrowing this helps you outcompete others.

You may be their only (lucky) option.