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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.

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Sam Hickmann

Sam Hickmann

3 years ago

Nomad.xyz got exploited for $190M

Key Takeaways:

Another hack. This time was different. This is a doozy.

Why? Nomad got exploited for $190m. It was crypto's 5th-biggest hack. Ouch.

It wasn't hackers, but random folks. What happened:

A Nomad smart contract flaw was discovered. They couldn't drain the funds at once, so they tried numerous transactions. Rookie!

People noticed and copied the attack.

They just needed to discover a working transaction, substitute the other person's address with theirs, and run it.


Nomad.xyz got exploited for $190M

In a two-and-a-half-hour attack, $190M was siphoned from Nomad Bridge.

Nomad is a novel approach to blockchain interoperability that leverages an optimistic mechanism to increase the security of cross-chain communication.  — nomad.xyz

This hack was permissionless, therefore anyone could participate.

After the fatal blow, people fought over the scraps.

Cross-chain bridges remain a DeFi weakness and exploit target. When they collapse, it's typically total.

$190M...gobbled.

Unbacked assets are hurting Nomad-dependent chains. Moonbeam, EVMOS, and Milkomeda's TVLs dropped.

This incident is every-man-for-himself, although numerous whitehats exploited the issue... 

But what triggered the feeding frenzy?

How did so many pick the bones?

After a normal upgrade in June, the bridge's Replica contract was initialized with a severe security issue. The  0x00 address was a trusted root, therefore all messages were valid by default.

After a botched first attempt (costing $350k in gas), the original attacker's exploit tx called process() without first 'proving' its validity.

The process() function executes all cross-chain messages and checks the merkle root of all messages (line 185).

The upgrade caused transactions with a'messages' value of 0 (invalid, according to old logic) to be read by default as 0x00, a trusted root, passing validation as 'proven'

Any process() calls were valid. In reality, a more sophisticated exploiter may have designed a contract to drain the whole bridge.

Copycat attackers simply copied/pasted the same process() function call using Etherscan, substituting their address.

The incident was a wild combination of crowdhacking, whitehat activities, and MEV-bot (Maximal Extractable Value) mayhem.

For example, 🍉🍉🍉. eth stole $4M from the bridge, but claims to be whitehat.

Others stood out for the wrong reasons. Repeat criminal Rari Capital (Artibrum) exploited over $3M in stablecoins, which moved to Tornado Cash.

The top three exploiters (with 95M between them) are:

$47M: 0x56D8B635A7C88Fd1104D23d632AF40c1C3Aac4e3

$40M: 0xBF293D5138a2a1BA407B43672643434C43827179

$8M: 0xB5C55f76f90Cc528B2609109Ca14d8d84593590E

Here's a list of all the exploiters:

The project conducted a Quantstamp audit in June; QSP-19 foreshadowed a similar problem.

The auditor's comments that "We feel the Nomad team misinterpreted the issue" speak to a troubling attitude towards security that the project's "Long-Term Security" plan appears to confirm:

Concerns were raised about the team's response time to a live, public exploit; the team's official acknowledgement came three hours later.

"Removing the Replica contract as owner" stopped the exploit, but it was too late to preserve the cash.

Closed blockchain systems are only as strong as their weakest link.

The Harmony network is in turmoil after its bridge was attacked and lost $100M in late June.

What's next for Nomad's ecosystems?

Moonbeam's TVL is now $135M, EVMOS's is $3M, and Milkomeda's is $20M.

Loss of confidence may do more damage than $190M.

Cross-chain infrastructure is difficult to secure in a new, experimental sector. Bridge attacks can pollute an entire ecosystem or more.

Nomadic liquidity has no permanent home, so consumers will always migrate in pursuit of the "next big thing" and get stung when attentiveness wanes.

DeFi still has easy prey...

Sources: rekt.news & The Milk Road.

Scott Hickmann

Scott Hickmann

4 years ago

YouTube

This is a YouTube video:

Jeff John Roberts

Jeff John Roberts

3 years ago

Jack Dorsey and  Jay-Z Launch 'Bitcoin Academy' in Brooklyn rapper's home

The new Bitcoin Academy will teach Jay-Marcy Z's Houses neighbors "What is Cryptocurrency."
Jay-Z grew up in Brooklyn's Marcy Houses. The rapper and Block CEO Jack Dorsey are giving back to his hometown by creating the Bitcoin Academy.

The Bitcoin Academy will offer online and in-person classes, including "What is Money?" and "What is Blockchain?"
The program will provide participants with a mobile hotspot and a small amount of Bitcoin for hands-on learning.

Students will receive dinner and two evenings of instruction until early September. The Shawn Carter Foundation will help with on-the-ground instruction.

Jay-Z and Dorsey announced the program Thursday morning. It will begin at Marcy Houses but may be expanded.

Crypto Blockchain Plug and Black Bitcoin Billionaire, which has received a grant from Block, will teach the classes.

Jay-Z, Dorsey reunite

Jay-Z and Dorsey have previously worked together to promote a Bitcoin and crypto-based future.

In 2021, Dorsey's Block (then Square) acquired the rapper's streaming music service Tidal, which they propose using for NFT distribution.

Dorsey and Jay-Z launched an endowment in 2021 to fund Bitcoin development in Africa and India.

Dorsey is funding the new Bitcoin Academy out of his own pocket (as is Jay-Z), but he's also pushed crypto-related charitable endeavors at Block, including a $5 million fund backed by corporate Bitcoin interest.


This post is a summary. Read full article here

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Michelle Teheux

Michelle Teheux

3 years ago

Get Real, All You Grateful Laid-Off LinkedIn Users

WTF is wrong with you people?

She looks so happy. She was probably just fired. Photo by Michael Dam on Unsplash

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.

Ash Parrish

Ash Parrish

3 years ago

Sonic Prime and indie games on Netflix

Netflix will stream Spiritfarer, Raji: An Ancient Epic, and Lucky Luna.

Netflix's Geeked Week brought a slew of announcements. The flurry of reveals for The Sandman, The Umbrella Academy season 3, One Piece, and more also included game and game-adjacent announcements.

Netflix released a teaser for Cuphead season 2 ahead of its August premiere, featuring more of Grey DeLisle's Ms. Chalice. DOTA: Dragon's Blood season 3 hits Netflix in August. Tekken, the fighting game that throws kids off cliffs, gets an anime, Tekken: Bloodline.

Netflix debuted a clip of Sonic Prime before Sonic Origins in June and Sonic Frontiers in 2022.

Castlevania: Nocturne will follow Richter Belmont.

Netflix is reviving licensed games with titles based on its shows. There's a Queen's Gambit chess game, a Shadow and Bone RPG, a La Casa de Papel heist adventure, and a Too Hot to Handle game where a pregnant woman must choose between stabbing her cheating ex or forgiving him.

Riot's rhythm platformer Hextech Mayhem debuted on Netflix last year, and now Netflix is adding games from Devolver Digital. Reigns: Three Kingdoms is a card game that lets players choose the fate of Three Kingdoms-era China by swiping left or right on cards. Spiritfarer, the "cozy game about death" from 2020, and Raji: An Ancient Epic are coming to Netflix. Poinpy, a vertical climber from the creator of Downwell, is now on Netflix.

Desta: The Memories Between is a turn-based strategy game set in dreams and memories.

Snowman's Lucky Luna will also be added soon.

With these games, Netflix is expanding beyond dinky mobile games — it plans to have 50 by the end of the year — and could be a serious platform for indies that want to expand into mobile. It takes gaming seriously.

Ian Writes

Ian Writes

3 years ago

Rich Dad, Poor Dad is a Giant Steaming Pile of Sh*t by Robert Kiyosaki.

Don't promote it.

Kiyosaki worked with Trump on a number of projects

I rarely read a post on how Rich Dad, Poor Dad motivated someone to grow rich or change their investing/finance attitude. Rich Dad, Poor Dad is a sham, though. This book isn't worth anyone's attention.

Robert Kiyosaki, the author of this garbage, doesn't deserve recognition or attention. This first finance guru wanted to build his own wealth at your expense. These charlatans only care about themselves.

The reason why Rich Dad, Poor Dad is a huge steaming piece of trash

The book's ideas are superficial, apparent, and unsurprising to entrepreneurs and investors. The book's themes may seem profound to first-time readers.

Apparently, starting a business will make you rich.

The book supports founding or buying a business, making it self-sufficient, and being rich through it. Starting a business is time-consuming, tough, and expensive. Entrepreneurship isn't for everyone. Rarely do enterprises succeed.

Robert says we should think like his mentor, a rich parent. Robert never said who or if this guy existed. He was apparently his own father. Robert proposes investing someone else's money in several enterprises and properties. The book proposes investing in:

“have returns of 100 percent to infinity. Investments that for $5,000 are soon turned into $1 million or more.”

In rare cases, a business may provide 200x returns, but 65% of US businesses fail within 10 years. Australia's first-year business failure rate is 60%. A business that lasts 10 years doesn't mean its owner is rich. These statistics only include businesses that survive and pay their owners.

Employees are depressed and broke.

The novel portrays employees as broke and sad. The author degrades workers.

I've owned and worked for a business. I was broke and miserable as a business owner, working 80 hours a week for absolutely little salary. I work 50 hours a week and make over $200,000 a year. My work is hard, intriguing, and I'm surrounded by educated individuals. Self-employed or employee?

Don't listen to a charlatan's tax advice.

From a bad advise perspective, Robert's tax methods were funny. Robert suggests forming a corporation to write off holidays as board meetings or health club costs as business expenses. These actions can land you in serious tax trouble.

Robert dismisses college and traditional schooling. Rich individuals learn by doing or living, while educated people are agitated and destitute, says Robert.

Rich dad says:

“All too often business schools train employees to become sophisticated bean-counters. Heaven forbid a bean counter takes over a business. All they do is look at the numbers, fire people, and kill the business.”

And then says:

“Accounting is possibly the most confusing, boring subject in the world, but if you want to be rich long-term, it could be the most important subject.”

Get rich by avoiding paying your debts to others.

While this book has plenty of bad advice, I'll end with this: Robert advocates paying yourself first. This man's work with Trump isn't surprising.

Rich Dad's book says:

“So you see, after paying myself, the pressure to pay my taxes and the other creditors is so great that it forces me to seek other forms of income. The pressure to pay becomes my motivation. I’ve worked extra jobs, started other companies, traded in the stock market, anything just to make sure those guys don’t start yelling at me […] If I had paid myself last, I would have felt no pressure, but I’d be broke.“

Paying yourself first shouldn't mean ignoring debt, damaging your credit score and reputation, or paying unneeded fees and interest. Good business owners pay employees, creditors, and other costs first. You can pay yourself after everyone else.

If you follow Robert Kiyosaki's financial and business advice, you might as well follow Donald Trump's, the most notoriously ineffective businessman and swindle artist.

This book's popularity is unfortunate. Robert utilized the book's fame to promote paid seminars. At these seminars, he sold more expensive seminars to the gullible. This strategy was utilized by several conmen and Trump University.

It's reasonable that many believed him. It sounded appealing because he was pushing to get rich by thinking like a rich person. Anyway. At a time when most persons addressing wealth development advised early sacrifices (such as eschewing luxury or buying expensive properties), Robert told people to act affluent now and utilize other people's money to construct their fantasy lifestyle. It's exciting and fast.

I often voice my skepticism and scorn for internet gurus now that social media and platforms like Medium make it easier to promote them. Robert Kiyosaki was a guru. Many people still preach his stuff because he was so good at pushing it.