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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

Amelie Carver

Amelie Carver

3 years ago

Web3 Needs More Writers to Educate Us About It

WRITE FOR THE WEB3

Why web3’s messaging is lost and how crypto winter is growing growth seeds

Photo by Hitesh Choudhary on Unsplash

People interested in crypto, blockchain, and web3 typically read Bitcoin and Ethereum's white papers. It's a good idea. Documents produced for developers and academia aren't always the ideal resource for beginners.

Given the surge of extremely technical material and the number of fly-by-nights, rug pulls, and other scams, it's little wonder mainstream audiences regard the blockchain sector as an expensive sideshow act.

What's the solution?

Web3 needs more than just builders.

After joining TikTok, I followed Amy Suto of SutoScience. Amy switched from TV scriptwriting to IT copywriting years ago. She concentrates on web3 now. Decentralized autonomous organizations (DAOs) are seeking skilled copywriters for web3.

Amy has found that web3's basics are easy to grasp; you don't need technical knowledge. There's a paradigm shift in knowing the basics; be persistent and patient.

Apple is positioning itself as a data privacy advocate, leveraging web3's zero-trust ethos on data ownership.

Finn Lobsien, who writes about web3 copywriting for the Mirror and Twitter, agrees: acronyms and abstractions won't do.

Image screenshot from FLobsien’s Twitter feed

Web3 preached to the choir. Curious newcomers have only found whitepapers and scams when trying to learn why the community loves it. No wonder people resist education and buy-in.

Due to the gender gap in crypto (Crypto Bro is not just a stereotype), it attracts people singing to the choir or trying to cash in on the next big thing.

Last year, the industry was booming, so writing wasn't necessary. Now that the bear market has returned (for everyone, but especially web3), holding readers' attention is a valuable skill.

White papers and the Web3

Why does web3 rely so much on non-growth content?

Businesses must polish and improve their messaging moving into the 2022 recession. The 2021 tech boom provided such a sense of affluence and (unsustainable) growth that no one needed great marketing material. The market found them.

This was especially true for web3 and the first-time crypto believers. Obviously. If they knew which was good.

White papers help. White papers are highly technical texts that walk a reader through a product's details. How Does a White Paper Help Your Business and That White Paper Guy discuss them.

They're meant for knowledgeable readers. Investors and the technical (academic/developer) community read web3 white papers. White papers are used when a product is extremely technical or difficult to assist an informed reader to a conclusion. Web3 uses them most often for ICOs (initial coin offerings).

Photo by Annie Spratt on Unsplash

White papers for web3 education help newcomers learn about the web3 industry's components. It's like sending a first-grader to the Annotated Oxford English Dictionary to learn to read. It's a reference, not a learning tool, for words.

Newcomers can use platforms that teach the basics. These included Coinbase's Crypto Basics tutorials or Cryptochicks Academy, founded by the mother of Ethereum's inventor to get more women utilizing and working in crypto.

Discord and Web3 communities

Discord communities are web3's opposite. Discord communities involve personal communications and group involvement.

Online audience growth begins with community building. User personas prefer 1000 dedicated admirers over 1 million lukewarm followers, and the language is much more easygoing. Discord groups are renowned for phishing scams, compromised wallets, and incorrect information, especially since the crypto crisis.

White papers and Discord increase industry insularity. White papers are complicated, and Discord has a high risk threshold.

Web3 and writing ads

Copywriting is emotional, but white papers are logical. It uses the brain's quick-decision centers. It's meant to make the reader invest immediately.

Not bad. People think sales are sleazy, but they can spot the poor things.

Ethical copywriting helps you reach the correct audience. People who gain a following on Medium are likely to have copywriting training and a readership (or three) in mind when they publish. Tim Denning and Sinem Günel know how to identify a target audience and make them want to learn more.

In a fast-moving market, copywriting is less about long-form content like sales pages or blogs, but many organizations do. Instead, the copy is concise, individualized, and high-value. Tweets, email marketing, and IM apps (Discord, Telegram, Slack to a lesser extent) keep engagement high.

What does web3's messaging lack? As DAOs add stricter copyrighting, narrative and connecting tales seem to be missing.

Web3 is passionate about constructing the next internet. Now, they can connect their passion to a specific audience so newcomers understand why.

Ann

Ann

2 years ago

These new DeFi protocols are just amazing.

I've never seen this before.

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

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

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

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

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

Hashflow

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

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

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

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

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

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

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

Hashflow is innovative because...

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

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

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

Status, timeline:

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

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

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

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

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

STFX

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

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

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

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

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

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

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

Smart contracts.

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

Here's STFX's transaction flow.

From their documentation.

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

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

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

STFX teams simply adapted. Volatility aids trading.

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

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

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

Scott Hickmann

Scott Hickmann

3 years ago

YouTube

This is a YouTube video:

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Mike Meyer

Mike Meyer

3 years ago

Reality Distortion

Old power paradigm blocks new planetary paradigm

Photo by Alex Radelich

The difference between our reality and the media's reality is like a tale of two worlds. The greatest and worst of times, really.

Expanding information demands complex skills and understanding to separate important information from ignorance and crap. And that's just the start of determining the source's aim.

Trust who? We see people trust liars in public and then be destroyed by their decisions. Mistakes may be devastating.

Many give up and don't trust anyone. Reality is a choice, though. Same risks.

We must separate our needs and wants from reality. Needs and wants have rules. Greed and selfishness create an unlivable planet.

Culturally, we know this, but we ignore it as foolish. Selfish and greedy people obtain what they want, while others suffer.

We invade, plunder, rape, and burn. We establish civilizations by institutionalizing an exploitable underclass and denying its existence. These cultural lies promote greed and selfishness despite their destructiveness.

Controlling parts of society institutionalize these lies as fact. Many of each age are willing to gamble on greed because they were taught to see greed and selfishness as principles justified by prosperity.

Our cultural understanding recognizes the long-term benefits of collaboration and sharing. This older understanding generates an increasing tension between greedy people and those who see its planetary effects.

Survival requires distinguishing between global and regional realities. Simple, yet many can't do it. This is the first time human greed has had a global impact.

In the past, conflict stories focused on regional winners and losers. Losers lose, winners win, etc. Powerful people see potential decades of nuclear devastation as local, overblown, and not personally dangerous.

Mutually Assured Destruction (MAD) was a human choice that required people to acquiesce to irrational devastation. This prevented nuclear destruction. Most would refuse.

A dangerous “solution” relies on nuclear trigger-pullers not acting irrationally. Since then, we've collected case studies of sane people performing crazy things in experiments. We've been lucky, but the climate apocalypse could be different.

Climate disaster requires only continuing current behavior. These actions already cause global harm, but that's not a threat. These activities must be viewed differently.

Once grasped, denying planetary facts is hard to accept. Deniers can't think beyond regional power. Seeing planet-scale is unusual.

Decades of indoctrination defining any planetary perspective as un-American implies communal planetary assets are for plundering. The old paradigm limits any other view.

In the same way, the new paradigm sees the old regional power paradigm as a threat to planetary civilization and lifeforms. Insane!

While MAD relied on leaders not acting stupidly to trigger a nuclear holocaust, the delayed climatic holocaust needs correcting centuries of lunacy. We must stop allowing craziness in global leadership.

Nothing in our acknowledged past provides a paradigm for such. Only primitive people have failed to reach our level of sophistication.

Before European colonization, certain North American cultures built sophisticated regional nations but abandoned them owing to authoritarian cruelty and destruction. They were overrun by societies that saw no wrong in perpetual exploitation. David Graeber's The Dawn of Everything is an example of historical rediscovery, which is now crucial.

From the new paradigm's perspective, the old paradigm is irrational, yet it's too easy to see those in it as ignorant or malicious, if not both. These people are both, but the collapsing paradigm they promote is older or more ingrained than we think.

We can't shift that paradigm's view of a dead world. We must eliminate this mindset from our nations' leadership. No other way will preserve the earth.

Change is occurring. As always with tremendous transition, younger people are building the new paradigm.

The old paradigm's disintegration is insane. The ability to detect errors and abandon their sources is more important than age. This is gaining recognition.

The breakdown of the previous paradigm is not due to senile leadership, but to systemic problems that the current, conservative leadership cannot recognize.

Stop following the old paradigm.

David G Chen

David G Chen

3 years ago

If you want to earn money, stop writing for entertainment.

When you stop blogging for a few weeks, your views and profits plummet.

Because you're writing fascinating posts for others. Everyone's done ithat…

My medium stats for May-June

If I keep writing, the graph should maintain velocity, you could say. If I wrote more, it could rise.

However, entertaining pieces still tend to roller coaster and jump.

this type of writing is like a candle. They burn out and must be replaced. You must continuously light new ones to maintain the illumination.

When you quit writing, your income stops.

A substitute

Instead of producing amusing articles, try solving people's issues. You should answer their search questions.

Here's what happens when you answer their searches.

Website stats by pageviews per day

My website's Google analytics. As a dentist, I answer oral health questions.

This chart vs. Medium is pretty glaring, right?

As of yesterday, it was averaging 15k page views each day.

How much would you make on Medium with 15k daily views?

Evergreen materials

In SEO, this is called evergreen content.

Your content is like a lush, evergreen forest, and by green I mean Benjamins.

Photo by Alexander Mils on Unsplash

Do you have knowledge that you can leverage? Why not help your neighbors and the world?

Answer search inquiries and help others. You'll be well rewarded.

This is better than crafting candle-like content that fizzles out quickly.

Is beauty really ephemeral like how flowers bloom? Nah, I prefer watching forests grow instead (:

Greg Lim

Greg Lim

3 years ago

How I made $160,000 from non-fiction books

I've sold over 40,000 non-fiction books on Amazon and made over $160,000 in six years while writing on the side.

I have a full-time job and three young sons; I can't spend 40 hours a week writing. This article describes my journey.

I write mainly tech books:

Thanks to my readers, many wrote positive evaluations. Several are bestsellers.

A few have been adopted by universities as textbooks:

My books' passive income allows me more time with my family.

Knowing I could quit my job and write full time gave me more confidence. And I find purpose in my work (i am in christian ministry).

I'm always eager to write. When work is a dread or something bad happens, writing gives me energy. Writing isn't scary. In fact, I can’t stop myself from writing!

Writing has also established my tech authority. Universities use my books, as I've said. Traditional publishers have asked me to write books.

These mindsets helped me become a successful nonfiction author:

1. You don’t have to be an Authority

Yes, I have computer science experience. But I'm no expert on my topics. Before authoring "Beginning Node.js, Express & MongoDB," my most profitable book, I had no experience with those topics. Node was a new server-side technology for me. Would that stop me from writing a book? It can. I liked learning a new technology. So I read the top three Node books, took the top online courses, and put them into my own book (which makes me know more than 90 percent of people already).

I didn't have to worry about using too much jargon because I was learning as I wrote. An expert forgets a beginner's hardship.

"The fellow learner can aid more than the master since he knows less," says C.S. Lewis. The problem he must explain is recent. The expert has forgotten.”

2. Solve a micro-problem (Niching down)

I didn't set out to write a definitive handbook. I found a market with several challenges and wrote one book. Ex:

3. Piggy Backing Trends

The above topics may still be a competitive market. E.g.  Angular, React.   To stand out, include the latest technologies or trends in your book. Learn iOS 15 instead of iOS programming. Instead of personal finance, what about personal finance with NFTs.

Even though you're a newbie author, your topic is well-known.

4. Publish short books

My books are known for being direct. Many people like this:

Your reader will appreciate you cutting out the fluff and getting to the good stuff. A reader can finish and review your book.

Second, short books are easier to write. Instead of creating a 500-page book for $50 (which few will buy), write a 100-page book that answers a subset of the problem and sell it for less. (You make less, but that's another subject). At least it got published instead of languishing. Less time spent creating a book means less time wasted if it fails. Write a small-bets book portfolio like Daniel Vassallo!

Third, it's $2.99-$9.99 on Amazon (gets 70 percent royalties for ebooks). Anything less receives 35% royalties. $9.99 books have 20,000–30,000 words. If you write more and charge more over $9.99, you get 35% royalties. Why not make it a $9.99 book?

(This is the ebook version.) Paperbacks cost more. Higher royalties allow for higher prices.

5. Validate book idea

Amazon will tell you if your book concept, title, and related phrases are popular. See? Check its best-sellers list.

150,000 is preferable. It sells 2–3 copies daily. Consider your rivals. Profitable niches have high demand and low competition.

Don't be afraid of competitive niches. First, it shows high demand. Secondly, what are the ways you can undercut the completion? Better book? Or cheaper option? There was lots of competition in my NodeJS book's area. None received 4.5 stars or more. I wrote a NodeJS book. Today, it's a best-selling Node book.

What’s Next

So long. Part II follows. Meanwhile, I will continue to write more books!

Follow my journey on Twitter.


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