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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
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More on Web3 & Crypto
Crypto Zen Monk
2 years ago
How to DYOR in the world of cryptocurrency
RESEARCH
We must create separate ideas and handle our own risks to be better investors. DYOR is crucial.
The only thing unsustainable is your cluelessness.
DYOR: Why
On social media, there is a lot of false information and divergent viewpoints. All of these facts might be accurate, but they might not be appropriate for your portfolio and investment preferences.
You become a more knowledgeable investor thanks to DYOR.
DYOR improves your portfolio's risk management.
My DYOR resources are below.
Messari: Major Blockchains' Activities
New York-based Messari provides cryptocurrency open data libraries.
Major blockchains offer 24-hour on-chain volume. https://messari.io/screener/most-active-chains-DB01F96B
What to do
Invest in stable cryptocurrencies. Sort Messari by Real Volume (24H) or Reported Market Cap.
Coingecko: Research on Ecosystems
Top 10 Ecosystems by Coingecko are good.
What to do
Invest in quality.
Leading ten Ecosystems by Market Cap
There are a lot of coins in the ecosystem (second last column of above chart)
CoinGecko's Market Cap Crypto Categories Market capitalization-based cryptocurrency categories. Ethereum Ecosystem www.coingecko.com
Fear & Greed Index for Bitcoin (FGI)
The Bitcoin market sentiment index ranges from 0 (extreme dread) to 100. (extreme greed).
How to Apply
See market sentiment:
Extreme fright = opportunity to buy
Extreme greed creates sales opportunity (market due for correction).
Glassnode
Glassnode gives facts, information, and confidence to make better Bitcoin, Ethereum, and cryptocurrency investments and trades.
Explore free and paid metrics.
Stock to Flow Ratio: Application
The popular Stock to Flow Ratio concept believes scarcity drives value. Stock to flow is the ratio of circulating Bitcoin supply to fresh production (i.e. newly mined bitcoins). The S/F Ratio has historically predicted Bitcoin prices. PlanB invented this metric.
Utilization: Ethereum Hash Rate
Ethereum miners produce an estimated number of hashes per second.
ycharts: Hash rate of the Bitcoin network
TradingView
TradingView is your go-to tool for investment analysis, watch lists, technical analysis, and recommendations from other traders/investors.
Research for a cryptocurrency project
Two key questions every successful project must ask: Q1: What is this project trying to solve? Is it a big problem or minor? Q2: How does this project make money?
Each cryptocurrency:
Check out the white paper.
check out the project's internet presence on github, twitter, and medium.
the transparency of it
Verify the team structure and founders. Verify their LinkedIn profile, academic history, and other qualifications. Search for their names with scam.
Where to purchase and use cryptocurrencies Is it traded on trustworthy exchanges?
From CoinGecko and CoinMarketCap, we may learn about market cap, circulations, and other important data.
The project must solve a problem. Solving a problem is the goal of the founders.
Avoid projects that resemble multi-level marketing or ponzi schemes.
Your use of social media
Use social media carefully or ignore it: Twitter, TradingView, and YouTube
Someone said this before and there are some truth to it. Social media bullish => short.
Your Behavior
Investigate. Spend time. You decide. Worth it!
Only you have the best interest in your financial future.
Isaac Benson
3 years ago
What's the difference between Proof-of-Time and Proof-of-History?
Blockchain validates transactions with consensus algorithms. Bitcoin and Ethereum use Proof-of-Work, while Polkadot and Cardano use Proof-of-Stake.
Other consensus protocols are used to verify transactions besides these two. This post focuses on Proof-of-Time (PoT), used by Analog, and Proof-of-History (PoH), used by Solana as a hybrid consensus protocol.
PoT and PoH may seem similar to users, but they are actually very different protocols.
Proof-of-Time (PoT)
Analog developed Proof-of-Time (PoT) based on Delegated Proof-of-Stake (DPoS). Users select "delegates" to validate the next block in DPoS. PoT uses a ranking system, and validators stake an equal amount of tokens. Validators also "self-select" themselves via a verifiable random function."
The ranking system gives network validators a performance score, with trustworthy validators with a long history getting higher scores. System also considers validator's fixed stake. PoT's ledger is called "Timechain."
Voting on delegates borrows from DPoS, but there are changes. PoT's first voting stage has validators (or "time electors" putting forward a block to be included in the ledger).
Validators are chosen randomly based on their ranking score and fixed stake. One validator is chosen at a time using a Verifiable Delay Function (VDF).
Validators use a verifiable delay function to determine if they'll propose a Timechain block. If chosen, they validate the transaction and generate a VDF proof before submitting both to other Timechain nodes.
This leads to the second process, where the transaction is passed through 1,000 validators selected using the same method. Each validator checks the transaction to ensure it's valid.
If the transaction passes, validators accept the block, and if over 2/3 accept it, it's added to the Timechain.
Proof-of-History (PoH)
Proof-of-History is a consensus algorithm that proves when a transaction occurred. PoH uses a VDF to verify transactions, like Proof-of-Time. Similar to Proof-of-Work, VDFs use a lot of computing power to calculate but little to verify transactions, similar to (PoW).
This shows users and validators how long a transaction took to verify.
PoH uses VDFs to verify event intervals. This process uses cryptography to prevent determining output from input.
The outputs of one transaction are used as inputs for the next. Timestamps record the inputs' order. This checks if data was created before an event.
PoT vs. PoH
PoT and PoH differ in that:
PoT uses VDFs to select validators (or time electors), while PoH measures time between events.
PoH uses a VDF to validate transactions, while PoT uses a ranking system.
PoT's VDF-elected validators verify transactions proposed by a previous validator. PoH uses a VDF to validate transactions and data.
Conclusion
Both Proof-of-Time (PoT) and Proof-of-History (PoH) validate blockchain transactions differently. PoT uses a ranking system to randomly select validators to verify transactions.
PoH uses a Verifiable Delay Function to validate transactions, verify how much time has passed between two events, and allow validators to quickly verify a transaction without malicious actors knowing the input.
CNET
4 years ago
How a $300K Bored Ape Yacht Club NFT was accidentally sold for $3K
The Bored Ape Yacht Club is one of the most prestigious NFT collections in the world. A collection of 10,000 NFTs, each depicting an ape with different traits and visual attributes, Jimmy Fallon, Steph Curry and Post Malone are among their star-studded owners. Right now the price of entry is 52 ether, or $210,000.
Which is why it's so painful to see that someone accidentally sold their Bored Ape NFT for $3,066.
Unusual trades are often a sign of funny business, as in the case of the person who spent $530 million to buy an NFT from themselves. In Saturday's case, the cause was a simple, devastating "fat-finger error." That's when people make a trade online for the wrong thing, or for the wrong amount. Here the owner, real name Max or username maxnaut, meant to list his Bored Ape for 75 ether, or around $300,000. Instead he accidentally listed it for 0.75. One hundredth the intended price.
It was bought instantaneously. The buyer paid an extra $34,000 to speed up the transaction, ensuring no one could snap it up before them. The Bored Ape was then promptly listed for $248,000. The transaction appears to have been done by a bot, which can be coded to immediately buy NFTs listed below a certain price on behalf of their owners in order to take advantage of these exact situations.
"How'd it happen? A lapse of concentration I guess," Max told me. "I list a lot of items every day and just wasn't paying attention properly. I instantly saw the error as my finger clicked the mouse but a bot sent a transaction with over 8 eth [$34,000] of gas fees so it was instantly sniped before I could click cancel, and just like that, $250k was gone."
"And here within the beauty of the Blockchain you can see that it is both honest and unforgiving," he added.
Fat finger trades happen sporadically in traditional finance -- like the Japanese trader who almost bought 57% of Toyota's stock in 2014 -- but most financial institutions will stop those transactions if alerted quickly enough. Since cryptocurrency and NFTs are designed to be decentralized, you essentially have to rely on the goodwill of the buyer to reverse the transaction.
Fat finger errors in cryptocurrency trades have made many a headline over the past few years. Back in 2019, the company behind Tether, a cryptocurrency pegged to the US dollar, nearly doubled its own coin supply when it accidentally created $5 billion-worth of new coins. In March, BlockFi meant to send 700 Gemini Dollars to a set of customers, worth roughly $1 each, but mistakenly sent out millions of dollars worth of bitcoin instead. Last month a company erroneously paid a $24 million fee on a $100,000 transaction.
Similar incidents are increasingly being seen in NFTs, now that many collections have accumulated in market value over the past year. Last month someone tried selling a CryptoPunk NFT for $19 million, but accidentally listed it for $19,000 instead. Back in August, someone fat finger listed their Bored Ape for $26,000, an error that someone else immediately capitalized on. The original owner offered $50,000 to the buyer to return the Bored Ape -- but instead the opportunistic buyer sold it for the then-market price of $150,000.
"The industry is so new, bad things are going to happen whether it's your fault or the tech," Max said. "Once you no longer have control of the outcome, forget and move on."
The Bored Ape Yacht Club launched back in April 2021, with 10,000 NFTs being sold for 0.08 ether each -- about $190 at the time. While NFTs are often associated with individual digital art pieces, collections like the Bored Ape Yacht Club, which allow owners to flaunt their NFTs by using them as profile pictures on social media, are becoming increasingly prevalent. The Bored Ape Yacht Club has since become the second biggest NFT collection in the world, second only to CryptoPunks, which launched in 2017 and is considered the "original" NFT collection.
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Aldric Chen
3 years ago
Jack Dorsey's Meeting Best Practice was something I tried. It Performs Exceptionally Well in Consulting Engagements.
Yes, client meetings are difficult. Especially when I'm alone.
Clients must tell us their problems so we can help.
In-meeting challenges contribute nothing to our work. Consider this:
Clients are unprepared.
Clients are distracted.
Clients are confused.
Introducing Jack Dorsey's Google Doc approach
I endorse his approach to meetings.
Not Google Doc-related. Jack uses it for meetings.
This is what his meetings look like.
Prior to the meeting, the Chair creates the agenda, structure, and information using Google Doc.
Participants in the meeting would have 5-10 minutes to read the Google Doc.
They have 5-10 minutes to type their comments on the document.
In-depth discussion begins
There is elegance in simplicity. Here's how Jack's approach is fantastic.
Unprepared clients are given time to read.
During the meeting, they think and work on it.
They can see real-time remarks from others.
Discussion ensues.
Three months ago, I fell for this strategy. After trying it with a client, I got good results.
I conducted social control experiments in a few client workshops.
Context matters.
I am sure Jack Dorsey’s method works well in meetings. What about client workshops?
So, I tested Enterprise of the Future with a consulting client.
I sent multiple emails to client stakeholders describing the new approach.
No PowerPoints that day. I spent the night setting up the Google Doc with conversation topics, critical thinking questions, and a Before and After section.
The client was shocked. First, a Google Doc was projected. Second surprise was a verbal feedback.
“No pre-meeting materials?”
“Don’t worry. I know you are not reading it before our meeting, anyway.”
We laughed. The experiment started.
Observations throughout a 90-minute engagement workshop from beginning to end
For 10 minutes, the workshop was silent.
People read the Google Doc. For some, the silence was unnerving.
“Are you not going to present anything to us?”
I said everything's in Google Doc. I asked them to read, remark, and add relevant paragraphs.
As they unlocked their laptops, they were annoyed.
Ten client stakeholders are typing on the Google Doc. My laptop displays comment bubbles, red lines, new paragraphs, and strikethroughs.
The first 10 minutes were productive. Everyone has seen and contributed to the document.
I was silent.
The move to a classical workshop was smooth. I didn't stimulate dialogue. They did.
Stephanie asked Joe why a blended workforce hinders company productivity. She questioned his comments and additional paragraphs.
That is when a light bulb hit my head. Yes, you want to speak to the right person to resolve issues!
Not only that was discussed. Others discussed their remark bubbles with neighbors. Debate circles sprung up one after the other.
The best part? I asked everyone to add their post-discussion thoughts on a Google Doc.
After the workshop, I have:
An agreement-based working document
A post-discussion minutes that are prepared for publication
A record of the discussion points that were brought up, argued, and evaluated critically
It showed me how stakeholders viewed their Enterprise of the Future. It allowed me to align with them.
Finale Keynotes
Client meetings are a hit-or-miss. I know that.
Jack Dorsey's meeting strategy works for consulting. It promotes session alignment.
It relieves clients of preparation.
I get the necessary information to advance this consulting engagement.
It is brilliant.
Katherine Kornei
3 years ago
The InSight lander from NASA has recorded the greatest tremor ever felt on Mars.
The magnitude 5 earthquake was responsible for the discharge of energy that was 10 times greater than the previous record holder.
Any Martians who happen to be reading this should quickly learn how to duck and cover.
NASA's Jet Propulsion Laboratory in Pasadena, California, reported that on May 4, the planet Mars was shaken by an earthquake of around magnitude 5, making it the greatest Marsquake ever detected to this point. The shaking persisted for more than six hours and unleashed more than ten times as much energy as the earthquake that had previously held the record for strongest.
The event was captured on record by the InSight lander, which is operated by the United States Space Agency and has been researching the innards of Mars ever since it touched down on the planet in 2018 (SN: 11/26/18). The epicenter of the earthquake was probably located in the vicinity of Cerberus Fossae, which is located more than 1,000 kilometers away from the lander.
The surface of Cerberus Fossae is notorious for being broken up and experiencing periodic rockfalls. According to geophysicist Philippe Lognonné, who is the lead investigator of the Seismic Experiment for Interior Structure, the seismometer that is onboard the InSight lander, it is reasonable to assume that the ground is moving in that area. "This is an old crater from a volcanic eruption."
Marsquakes, which are similar to earthquakes in that they give information about the interior structure of our planet, can be utilized to investigate what lies beneath the surface of Mars (SN: 7/22/21). And according to Lognonné, who works at the Institut de Physique du Globe in Paris, there is a great deal that can be gleaned from analyzing this massive earthquake. Because the quality of the signal is so high, we will be able to focus on the specifics.
The woman
3 years ago
I received a $2k bribe to replace another developer in an interview
I can't believe they’d even think it works!
Developers are usually interviewed before being hired, right? Every organization wants candidates who meet their needs. But they also want to avoid fraud.
There are cheaters in every field. Only two come to mind for the hiring process:
Lying on a resume.
Cheating on an online test.
Recently, I observed another one. One of my coworkers invited me to replace another developer during an online interview! I was astonished, but it’s not new.
The specifics
My ex-colleague recently texted me. No one from your former office will ever approach you after a year unless they need something.
Which was the case. My coworker said his wife needed help as a programmer. I was glad someone asked for my help, but I'm still a junior programmer.
Then he informed me his wife was selected for a fantastic job interview. He said he could help her with the online test, but he needed someone to help with the online interview.
Okay, I guess. Preparing for an online interview is beneficial. But then he said she didn't need to be ready. She needed someone to take her place.
I told him it wouldn't work. Every remote online interview I've ever seen required an open camera.
What followed surprised me. She'd ask to turn off the camera, he said.
I asked why.
He told me if an applicant is unwell, the interviewer may consider an off-camera interview. His wife will say she's sick and prefers no camera.
The plan left me speechless. I declined politely. He insisted and promised $2k if she got the job.
I felt insulted and told him if he persisted, I'd inform his office. I was furious. Later, I apologized and told him to stop.
I'm not sure what they did after that
I'm not sure if they found someone or listened to me. They probably didn't. How would she do the job if she even got it?
It's an internship, he said. With great pay, though. What should an intern do?
I suggested she do the interview alone. Even if she failed, she'd gain confidence and valuable experience.
Conclusion
Many interviewees cheat. My profession is vital to me, thus I'd rather improve my abilities and apply honestly. It's part of my identity.
Am I truthful? Most professionals are not. They fabricate their CVs. Often.
When you support interview cheating, you encourage more cheating! When someone cheats, another qualified candidate may not obtain the job.
One day, that could be you or me.