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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
Ren & Heinrich
3 years ago
200 DeFi Projects were examined. Here is what I learned.
I analyze the top 200 DeFi crypto projects in this article.
This isn't a study. The findings benefit crypto investors.
Let’s go!
A set of data
I analyzed data from defillama.com. In my analysis, I used the top 200 DeFis by TVL in October 2022.
Total Locked Value
The chart below shows platform-specific locked value.
14 platforms had $1B+ TVL. 65 platforms have $100M-$1B TVL. The remaining 121 platforms had TVLs below $100 million, with the lowest being $23 million.
TVLs are distributed Pareto. Top 40% of DeFis account for 80% of TVLs.
Compliant Blockchains
Ethereum's blockchain leads DeFi. 96 of the examined projects offer services on Ethereum. Behind BSC, Polygon, and Avalanche.
Five platforms used 10+ blockchains. 36 between 2-10 159 used 1 blockchain.
Use Cases for DeFi
The chart below shows platform use cases. Each platform has decentralized exchanges, liquid staking, yield farming, and lending.
These use cases are DefiLlama's main platform features.
Which use case costs the most? Chart explains. Collateralized debt, liquid staking, dexes, and lending have high TVLs.
The DeFi Industry
I compared three high-TVL platforms (Maker DAO, Balancer, AAVE). The columns show monthly TVL and token price changes. The graph shows monthly Bitcoin price changes.
Each platform's market moves similarly.
Probably because most DeFi deposits are cryptocurrencies. Since individual currencies are highly correlated with Bitcoin, it's not surprising that they move in unison.
Takeaways
This analysis shows that the most common DeFi services (decentralized exchanges, liquid staking, yield farming, and lending) also have the highest average locked value.
Some projects run on one or two blockchains, while others use 15 or 20. Our analysis shows that a project's blockchain count has no correlation with its success.
It's hard to tell if certain use cases are rising. Bitcoin's price heavily affects the entire DeFi market.
TVL seems to be a good indicator of a DeFi platform's success and quality. Higher TVL platforms are cheaper. They're a better long-term investment because they gain or lose less value than DeFis with lower TVLs.
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!
Langston Thomas
3 years ago
A Simple Guide to NFT Blockchains
Ethereum's blockchain rules NFTs. Many consider it the one-stop shop for NFTs, and it's become the most talked-about and trafficked blockchain in existence.
Other blockchains are becoming popular in NFTs. Crypto-artists and NFT enthusiasts have sought new places to mint and trade NFTs due to Ethereum's high transaction costs and environmental impact.
When choosing a blockchain to mint on, there are several factors to consider. Size, creator costs, consumer spending habits, security, and community input are important. We've created a high-level summary of blockchains for NFTs to help clarify the fast-paced world of web3 tech.
Ethereum
Ethereum currently has the most NFTs. It's decentralized and provides financial and legal services without intermediaries. It houses popular NFT marketplaces (OpenSea), projects (CryptoPunks and the Bored Ape Yacht Club), and artists (Pak and Beeple).
It's also expensive and energy-intensive. This is because Ethereum works using a Proof-of-Work (PoW) mechanism. PoW requires computers to solve puzzles to add blocks and transactions to the blockchain. Solving these puzzles requires a lot of computer power, resulting in astronomical energy loss.
You should consider this blockchain first due to its popularity, security, decentralization, and ease of use.
Solana
Solana is a fast programmable blockchain. Its proof-of-history and proof-of-stake (PoS) consensus mechanisms eliminate complex puzzles. Reduced validation times and fees result.
PoS users stake their cryptocurrency to become a block validator. Validators get SOL. This encourages and rewards users to become stakers. PoH works with PoS to cryptographically verify time between events. Solana blockchain ensures transactions are in order and found by the correct leader (validator).
Solana's PoS and PoH mechanisms keep transaction fees and times low. Solana isn't as popular as Ethereum, so there are fewer NFT marketplaces and blockchain traders.
Tezos
Tezos is a greener blockchain. Tezos rose in 2021. Hic et Nunc was hailed as an economic alternative to Ethereum-centric marketplaces until Nov. 14, 2021.
Similar to Solana, Tezos uses a PoS consensus mechanism and only a PoS mechanism to reduce computational work. This blockchain uses two million times less energy than Ethereum. It's cheaper than Ethereum (but does cost more than Solana).
Tezos is a good place to start minting NFTs in bulk. Objkt is the largest Tezos marketplace.
Flow
Flow is a high-performance blockchain for NFTs, games, and decentralized apps (dApps). Flow is built with scalability in mind, so billions of people could interact with NFTs on the blockchain.
Flow became the NBA's blockchain partner in 2019. Flow, a product of Dapper labs (the team behind CryptoKitties), launched and hosts NBA Top Shot, making the blockchain integral to the popularity of non-fungible tokens.
Flow uses PoS to verify transactions, like Tezos. Developers are working on a model to handle 10,000 transactions per second on the blockchain. Low transaction fees.
Flow NFTs are tradeable on Blocktobay, OpenSea, Rarible, Foundation, and other platforms. NBA, NFL, UFC, and others have launched NFT marketplaces on Flow. Flow isn't as popular as Ethereum, resulting in fewer NFT marketplaces and blockchain traders.
Asset Exchange (WAX)
WAX is king of virtual collectibles. WAX is popular for digitalized versions of legacy collectibles like trading cards, figurines, memorabilia, etc.
Wax uses a PoS mechanism, but also creates carbon offset NFTs and partners with Climate Care. Like Flow, WAX transaction fees are low, and network fees are redistributed to the WAX community as an incentive to collectors.
WAX marketplaces host Topps, NASCAR, Hot Wheels, and cult classic film franchises like Godzilla, The Princess Bride, and Spiderman.
Binance Smart Chain
BSC is another good option for balancing fees and performance. High-speed transactions and low fees hurt decentralization. BSC is most centralized.
Binance Smart Chain uses Proof of Staked Authority (PoSA) to support a short block time and low fees. The 21 validators needed to run the exchange switch every 24 hours. 11 of the 21 validators are directly connected to the Binance Crypto Exchange, according to reports.
While many in the crypto and NFT ecosystems dislike centralization, the BSC NFT market picked up speed in 2021. OpenBiSea, AirNFTs, JuggerWorld, and others are gaining popularity despite not having as robust an ecosystem as Ethereum.
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nft now
3 years ago
Instagram NFTs Are Here… How does this affect artists?
Instagram (IG) is officially joining NFT. With the debut of new in-app NFT functionalities, influential producers can interact with blockchain tech on the social media platform.
Meta unveiled intentions for an Instagram NFT marketplace in March, but these latest capabilities focus more on content sharing than commerce. And why shouldn’t they? IG's entry into the NFT market is overdue, given that Twitter and Discord are NFT hotspots.
The NFT marketplace/Web3 social media race has continued to expand, with the expected Coinbase NFT Beta now live and blazing a trail through the NFT ecosystem.
IG's focus is on visual art. It's unlike any NFT marketplace or platform. IG NFTs and artists: what's the deal? Let’s take a look.
What are Instagram’s NFT features anyways?
As said, not everyone has Instagram's new features. 16 artists, NFT makers, and collectors can now post NFTs on IG by integrating third-party digital wallets (like Rainbow or MetaMask) in-app. IG doesn't charge to publish or share digital collectibles.
NFTs displayed on the app have a "shimmer" aesthetic effect. NFT posts also have a "digital collectable" badge that lists metadata such as the creator and/or owner, the platform it was created on, a brief description, and a blockchain identification.
Meta's social media NFTs have launched on Instagram, but the company is also preparing to roll out digital collectibles on Facebook, with more on the way for IG. Currently, only Ethereum and Polygon are supported, but Flow and Solana will be added soon.
How will artists use these new features?
Artists are publishing NFTs they developed or own on IG by linking third-party digital wallets. These features have no NFT trading aspects built-in, but are aimed to let authors share NFTs with IG audiences.
Creators, like IG-native aerial/street photographer Natalie Amrossi (@misshattan), are discovering novel uses for IG NFTs.
Amrossi chose to not only upload his own NFTs but also encourage other artists in the field. "That's the beauty of connecting your wallet and sharing NFTs. It's not just what you make, but also what you accumulate."
Amrossi has been producing and posting Instagram art for years. With IG's NFT features, she can understand Instagram's importance in supporting artists.
Web2 offered Amrossi the tools to become an artist and make a life. "Before 'influencer' existed, I was just making art. Instagram helped me reach so many individuals and brands, giving me a living.
Even artists without millions of viewers are encouraged to share NFTs on IG. Wilson, a relatively new name in the NFT space, seems to have already gone above and beyond the scope of these new IG features. By releasing "Losing My Mind" via IG NFT posts, she has evaded the lack of IG NFT commerce by using her network to market her multi-piece collection.
"'Losing My Mind' is a long-running photo series. Wilson was preparing to release it as NFTs before IG approached him, so it was a perfect match.
Wilson says the series is about Black feminine figures and media depiction. Respectable effort, given POC artists have been underrepresented in NFT so far.
“Over the past year, I've had mental health concerns that made my emotions so severe it was impossible to function in daily life, therefore that prompted this photo series. Every Wednesday and Friday for three weeks, I'll release a new Meta photo for sale.
Wilson hopes these new IG capabilities will help develop a connection between the NFT community and other internet subcultures that thrive on Instagram.
“NFTs can look scary as an outsider, but seeing them on your daily IG feed makes it less foreign,” adds Wilson. I think Instagram might become a hub for NFT aficionados, making them more accessible to artists and collectors.
What does it all mean for the NFT space?
Meta's NFT and metaverse activities will continue to impact Instagram's NFT ecosystem. Many think it will be for the better, as IG NFT frauds are another problem hurting the NFT industry.
IG's new NFT features seem similar to Twitter's PFP NFT verifications, but Instagram's tools should help cut down on scams as users can now verify the creation and ownership of whole NFT collections included in IG posts.
Given the number of visual artists and NFT creators on IG, it might become another hub for NFT fans, as Wilson noted. If this happens, it raises questions about Instagram success. Will artists be incentivized to distribute NFTs? Or will those with a large fanbase dominate?
Elise Swopes (@swopes) believes these new features should benefit smaller artists. Swopes was one of the first profiles placed to Instagram's original suggested user list in 2012.
Swopes says she wants IG to be a magnet for discovery and understands the value of NFT artists and producers.
"I'd love to see IG become a focus of discovery for everyone, not just the Beeples and Apes and PFPs. That's terrific for them, but [IG NFT features] are more about using new technology to promote emerging artists, Swopes added.
“Especially music artists. It's everywhere. Dancers, writers, painters, sculptors, musicians. My element isn't just for digital artists; it can be anything. I'm delighted to witness people's creativity."
Swopes, Wilson, and Amrossi all believe IG's new features can help smaller artists. It remains to be seen how these new features will effect the NFT ecosystem once unlocked for the rest of the IG NFT community, but we will likely see more social media NFT integrations in the months and years ahead.
Read the full article here
Stephen Rivers
3 years ago
Because of regulations, the $3 million Mercedes-AMG ONE will not (officially) be available in the United States or Canada.
We asked Mercedes to clarify whether "customers" refers to people who have expressed interest in buying the AMG ONE but haven't made a down payment or paid in full for a production slot, and a company spokesperson told that it's the latter – "Actual customers for AMG ONE in the United States and Canada."
The Mercedes-AMG ONE has finally arrived in manufacturing form after numerous delays. This may be the most complicated and magnificent hypercar ever created, but according to Mercedes, those roads will not be found in the United States or Canada.
Despite all of the well-deserved excitement around the gorgeous AMG ONE, there was no word on when US customers could expect their cars. Our Editor-in-Chief became aware of this and contacted Mercedes to clarify the matter. Mercedes-hypercar AMG's with the F1-derived 1,049 HP 1.6-liter V6 engine will not be homologated for the US market, they've confirmed.
Mercedes has informed its customers in the United States and Canada that the ONE will not be arriving to North America after all, as of today, June 1, 2022. The whole text of the letter is included below, so sit back and wait for Mercedes to explain why we (or they) won't be getting (or seeing) the hypercar. Mercedes claims that all 275 cars it wants to produce have already been reserved, with net pricing in Europe starting at €2.75 million (about US$2.93 million at today's exchange rates), before country-specific taxes.
"The AMG-ONE was created with one purpose in mind: to provide a straight technology transfer of the World Championship-winning Mercedes-AMG Petronas Formula 1 E PERFORMANCE drive unit to the road." It's the first time a complete Formula 1 drive unit has been integrated into a road car.
Every component of the AMG ONE has been engineered to redefine high performance, with 1,000+ horsepower, four electric motors, and a blazing top speed of more than 217 mph. While the engine's beginnings are in competition, continuous research and refinement has left us with a difficult choice for the US market.
We determined that following US road requirements would considerably damage its performance and overall driving character in order to preserve the distinctive nature of its F1 powerplant. We've made the strategic choice to make the automobile available for road use in Europe, where it complies with all necessary rules."
If this is the first time US customers have heard about it, which it shouldn't be, we understand if it's a bit off-putting. The AMG ONE could very probably be Mercedes' final internal combustion hypercar of this type.
Nonetheless, we wouldn't be surprised if a few make their way to the United States via the federal government's "Show and Display" exemption provision. This legislation permits the importation of automobiles such as the AMG ONE, but only for a total of 2,500 miles per year.
The McLaren Speedtail, the Koenigsegg One:1, and the Bugatti EB110 are among the automobiles that have been imported under this special rule. We just hope we don't have to wait too long to see the ONE in the United States.
Michelle Teheux
3 years ago
Get Real, All You Grateful Laid-Off LinkedIn Users
WTF is wrong with you people?
When I was laid off as editor of my town's daily newspaper, I went silent on social media. I knew it was coming and had been quietly removing personal items each day, but the pain was intense.
I posted a day later. I didn't bad-mouth GateHouse Media but expressed my sadness at leaving the newspaper industry, pride in my accomplishments, and hope for success in another industry.
Normal job-loss response.
What do you recognize as abnormal?
The bullshit I’ve been reading from laid-off folks on LinkedIn.
If you're there, you know. Many Twitter or Facebook/Meta employees recently lost their jobs.
Well, many of them did not “lose their job,” actually. They were “impacted by the layoffs” at their former employer. I keep seeing that phrase.
Why don’t they want to actually say it? Why the euphemism?
Many are excited about the opportunities ahead. The jobless deny being sad.
They're ecstatic! They have big plans.
Hope so. Sincerely! Being laid off stinks, especially if, like me, your skills are obsolete. It's worse if, like me, you're too old to start a new career. Ageism exists despite denials.
Nowadays, professionalism seems to demand psychotic levels of fake optimism.
Why? Life is unpredictable. That's indisputable. You shouldn't constantly complain or cry in public, but you also shouldn't pretend everything's great.
It makes you look psychotic, not positive. It's like saying at work:
“I was impacted by the death of my spouse of 20 years this week, and many of you have reached out to me, expressing your sympathy. However, I’m choosing to remember the amazing things we shared. I feel confident that there is another marriage out there for me, and after taking a quiet weekend trip to reset myself, I’ll be out there looking for the next great marital adventure! #staypositive #available #opentolove
Also:
“Now looking for our next #dreamhome after our entire neighborhood was demolished by a wildfire last night. We feel so lucky to have lived near so many amazing and inspirational neighbors, all of whom we will miss as we go on our next housing adventure. The best house for us is yet to come! If you have a great neighborhood you’d recommend, please feel free to reach out and touch base with us! #newhouse #newneighborhood #newlife
Admit it. That’s creepy.
The constant optimism makes me feel sick to my stomach.
Viscerally.
I hate fakes.
Imagine a fake wood grain desk. Wouldn't it be better if the designer accepted that it's plastic and went with that?
Real is better but not always nice. When something isn't nice, you don't have to go into detail, but you also shouldn't pretend it's great.
How to announce your job loss to the world.
Do not pretend to be happy, but don't cry and drink vodka all afternoon.
Say you loved your job, and that you're looking for new opportunities.
Yes, if you'll miss your coworkers. Otherwise, don't badmouth. No bridge-burning!
Please specify the job you want. You may want to pivot.
Alternatively, try this.
You could always flame out.
If you've pushed yourself too far into toxic positivity, you may be ready to burn it all down. If so, make it worthwhile by writing something like this:
Well, I was shitcanned by the losers at #Acme today. That bitch Linda in HR threw me under the bus just because she saw that one of my “friends” tagged me in some beach pics on social media after I called in sick with Covid. The good thing is I will no longer have to watch my ass around that #asspincher Ron in accounting, but I’m sad that I will no longer have a cushy job with high pay or access to the primo office supplies I’ve been sneaking home for the last five years. (Those gel pens were the best!) I am going to be taking some time off to enjoy my unemployment and hammer down shots of Jägermeister but in about five months I’ll be looking for anything easy with high pay and great benefits. Reach out if you can help! #officesupplies #unemploymentrocks #drinkinglikeagirlboss #acmesucks
It beats the fake positivity.