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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

Ren & Heinrich

Ren & Heinrich

2 years ago

200 DeFi Projects were examined. Here is what I learned.

Photo by Luke Chesser on Unsplash

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.

rekt

rekt

3 years ago

LCX is the latest CEX to have suffered a private key exploit.

The attack began around 10:30 PM +UTC on January 8th.

Peckshield spotted it first, then an official announcement came shortly after.

We’ve said it before; if established companies holding millions of dollars of users’ funds can’t manage their own hot wallet security, what purpose do they serve?

The Unique Selling Proposition (USP) of centralised finance grows smaller by the day.

The official incident report states that 7.94M USD were stolen in total, and that deposits and withdrawals to the platform have been paused.

LCX hot wallet: 0x4631018f63d5e31680fb53c11c9e1b11f1503e6f

Hacker’s wallet: 0x165402279f2c081c54b00f0e08812f3fd4560a05

Stolen funds:

  • 162.68 ETH (502,671 USD)
  • 3,437,783.23 USDC (3,437,783 USD)
  • 761,236.94 EURe (864,840 USD)
  • 101,249.71 SAND Token (485,995 USD)
  • 1,847.65 LINK (48,557 USD)
  • 17,251,192.30 LCX Token (2,466,558 USD)
  • 669.00 QNT (115,609 USD)
  • 4,819.74 ENJ (10,890 USD)
  • 4.76 MKR (9,885 USD)

**~$1M worth of $LCX remains in the address, along with 611k EURe which has been frozen by Monerium.

The rest, a total of 1891 ETH (~$6M) was sent to Tornado Cash.**

Why can’t they keep private keys private?

Is it really that difficult for a traditional corporate structure to maintain good practice?

CeFi hacks leave us with little to say - we can only go on what the team chooses to tell us.

Next time, they can write this article themselves.

See below for a template.

Isaac Benson

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.

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Rachel Greenberg

Rachel Greenberg

3 years ago

6 Causes Your Sales Pitch Is Unintentionally Repulsing Customers

Skip this if you don't want to discover why your lively, no-brainer pitch isn't making $10k a month.

Photo by Chase Chappell on Unsplash

You don't want to be repulsive as an entrepreneur or anyone else. Making friends, influencing people, and converting strangers into customers will be difficult if your words evoke disgust, distrust, or disrespect. You may be one of many entrepreneurs who do this obliviously and involuntarily.

I've had to master selling my skills to recruiters (to land 6-figure jobs on Wall Street), selling companies to buyers in M&A transactions, and selling my own companies' products to strangers-turned-customers. I probably committed every cardinal sin of sales repulsion before realizing it was me or my poor salesmanship strategy.

If you're launching a new business, frustrated by low conversion rates, or just curious if you're repelling customers, read on to identify (and avoid) the 6 fatal errors that can kill any sales pitch.

1. The first indication

So many people fumble before they even speak because they assume their role is to convince the buyer. In other words, they expect to pressure, arm-twist, and combat objections until they convert the buyer. Actuality, the approach stinks of disgust, and emotionally-aware buyers would feel "gross" immediately.

Instead of trying to persuade a customer to buy, ask questions that will lead them to do so on their own. When a customer discovers your product or service on their own, they need less outside persuasion. Why not position your offer in a way that leads customers to sell themselves on it?

2. A flawless performance

Are you memorizing a sales script, tweaking video testimonials, and expunging historical blemishes before hitting "publish" on your new campaign? If so, you may be hurting your conversion rate.

Perfection may be a step too far and cause prospects to mistrust your sincerity. Become a great conversationalist to boost your sales. Seriously. Being charismatic is hard without being genuine and showing a little vulnerability.

People like vulnerability, even if it dents your perfect facade. Show the customer's stuttering testimonial. Open up about your or your company's past mistakes (and how you've since improved). Make your sales pitch a two-way conversation. Let the customer talk about themselves to build rapport. Real people sell, not canned scripts and movie-trailer testimonials.

If marketing or sales calls feel like a performance, you may be doing something wrong or leaving money on the table.

3. Your greatest phobia

Three minutes into prospect talks, I'd start sweating. I was talking 100 miles per hour, covering as many bases as possible to avoid the ones I feared. I knew my then-offering was inadequate and my firm had fears I hadn't addressed. So I word-vomited facts, features, and everything else to avoid the customer's concerns.

Do my prospects know I'm insecure? Maybe not, but it added an unnecessary and unhelpful layer of paranoia that kept me stressed, rushed, and on edge instead of connecting with the prospect. Skirting around a company, product, or service's flaws or objections is a poor, temporary, lazy (and cowardly) decision.

How can you project confidence and trust if you're afraid? Before you make another sales call, face your shortcomings, weak points, and objections. Your company won't be everyone's cup of tea, but you should have answers to every question or objection. You should be your business's top spokesperson and defender.

4. The unintentional apologies

Have you ever begged for a sale? I'm going to say no, however you may be unknowingly emitting sorry, inferior, insecure energy.

Young founders, first-time entrepreneurs, and those with severe imposter syndrome may elevate their target customer. This is common when trying to get first customers for obvious reasons.

  • Since you're truly new at this, you naturally lack experience.

  • You don't have the self-confidence boost of thousands or hundreds of closed deals or satisfied client results to remind you that your good or service is worthwhile.

  • Getting those initial few clients seems like the most difficult task, as if doing so will decide the fate of your company as a whole (it probably won't, and you shouldn't actually place that much emphasis on any one transaction).

Customers can smell fear, insecurity, and anxiety just like they can smell B.S. If you believe your product or service improves clients' lives, selling it should feel like a benevolent act of service, not a sleazy money-grab. If you're a sincere entrepreneur, prospects will believe your proposition; if you're apprehensive, they'll notice.

Approach every sale as if you're fine with or without it. This has improved my salesmanship, marketing skills, and mental health. When you put pressure on yourself to close a sale or convince a difficult prospect "or else" (your company will fail, your rent will be late, your electricity will be cut), you emit desperation and lower the quality of your pitch. There's no point.

5. The endless promises

We've all read a million times how to answer or disprove prospects' arguments and add extra incentives to speed or secure the close. Some objections shouldn't be refuted. What if I told you not to offer certain incentives, bonuses, and promises? What if I told you to walk away from some prospects, even if it means losing your sales goal?

If you market to enough people, make enough sales calls, or grow enough companies, you'll encounter prospects who can't be satisfied. These prospects have endless questions, concerns, and requests for more, more, more that you'll never satisfy. These people are a distraction, a resource drain, and a test of your ability to cut losses before they erode your sanity and profit margin.

To appease or convert these insatiably needy, greedy Nellies into customers, you may agree with or acquiesce to every request and demand — even if you can't follow through. Once you overpromise and answer every hole they poke, their trust in you may wane quickly.

Telling a prospect what you can't do takes courage and integrity. If you're honest, upfront, and willing to admit when a product or service isn't right for the customer, you'll gain respect and positive customer experiences. Sometimes honesty is the most refreshing pitch and the deal-closer.

6. No matter what

Have you ever said, "I'll do anything to close this sale"? If so, you've probably already been disqualified. If a prospective customer haggles over a price, requests a discount, or continues to wear you down after you've made three concessions too many, you have a metal hook in your mouth, not them, and it may not end well. Why?

If you're so willing to cut a deal that you cut prices, comp services, extend payment plans, waive fees, etc., you betray your own confidence that your product or service was worth the stated price. They wonder if anyone is paying those prices, if you've ever had a customer (who wasn't a blood relative), and if you're legitimate or worth your rates.

Once a prospect senses that you'll do whatever it takes to get them to buy, their suspicions rise and they wonder why.

  • Why are you cutting pricing if something is wrong with you or your service?

  • Why are you so desperate for their sale?

  • Why aren't more customers waiting in line to pay your pricing, and if they aren't, what on earth are they doing there?

That's what a prospect thinks when you reveal your lack of conviction, desperation, and willingness to give up control. Some prospects will exploit it to drain you dry, while others will be too frightened to buy from you even if you paid them.

Walking down a two-way street. Be casual.

If we track each act of repulsion to an uneasiness, fear, misperception, or impulse, it's evident that these sales and marketing disasters were forced communications. Stiff, imbalanced, divisive, combative, bravado-filled, and desperate. They were unnatural and accepted a power struggle between two sparring, suspicious, unequal warriors, rather than a harmonious oneness of two natural, but opposite parties shaking hands.

Sales should be natural, harmonious. Sales should feel good for both parties, not like one party is having their arm twisted.

You may be doing sales wrong if it feels repulsive, icky, or degrading. If you're thinking cringe-worthy thoughts about yourself, your product, service, or sales pitch, imagine what you're projecting to prospects. Don't make it unpleasant, repulsive, or cringeworthy.

Julie Zhuo

Julie Zhuo

2 years ago

Comparing poor and excellent managers

10-sketch explanation

Choosing Tasks

Bringing News

carrying out 1:1s

providing critique

Managing Turbulence

The woman

The woman

2 years ago

The best lesson from Sundar Pichai is that success and stress don't mix.

His regular regimen teaches stress management.

Made by the author with AI

In 1995, an Indian graduate visited the US. He obtained a scholarship to Stanford after graduating from IIT with a silver medal. First flight. His ticket cost a year's income. His head was full.

Pichai Sundararajan is his full name. He became Google's CEO and a world leader. Mr. Pichai transformed technology and inspired millions to dream big.

This article reveals his daily schedule.

Mornings

While many of us dread Mondays, Mr. Pichai uses the day to contemplate.

A typical Indian morning. He awakens between 6:30 and 7 a.m. He avoids working out in the mornings.

Mr. Pichai oversees the internet, but he reads a real newspaper every morning.

Pichai mentioned that he usually enjoys a quiet breakfast during which he reads the news to get a good sense of what’s happening in the world. Pichai often has an omelet for breakfast and reads while doing so. The native of Chennai, India, continues to enjoy his daily cup of tea, which he describes as being “very English.”

Pichai starts his day. BuzzFeed's Mat Honan called the CEO Banana Republic dad.

Overthinking in the morning is a bad idea. It's crucial to clear our brains and give ourselves time in the morning before we hit traffic.

Mr. Pichai's morning ritual shows how to stay calm. Wharton Business School found that those who start the day calmly tend to stay that way. It's worth doing regularly.

And he didn't forget his roots.

Afternoons

He has a busy work schedule, as you can imagine. Running one of the world's largest firm takes time, energy, and effort. He prioritizes his work. Monitoring corporate performance and guaranteeing worker efficiency.

Sundar Pichai spends 7-8 hours a day to improve Google. He's noted for changing the company's culture. He wants to boost employee job satisfaction and performance.

His work won him recognition within the company.

Pichai received a 96% approval rating from Glassdoor users in 2017.

Mr. Pichai stresses work satisfaction. Each day is a new canvas for him to find ways to enrich people's job and personal lives.

His work offers countless lessons. According to several profiles and press sources, the Google CEO is a savvy negotiator. Mr. Pichai's success came from his strong personality, work ethic, discipline, simplicity, and hard labor.

Evenings

His evenings are spent with family after a busy day. Sundar Pichai's professional and personal lives are balanced. Sundar Pichai is a night owl who re-energizes about 9 p.m.

However, he claims to be most productive after 10 p.m., and he thinks doing a lot of work at that time is really useful. But he ensures he sleeps for around 7–8 hours every day. He enjoys long walks with his dog and enjoys watching NSDR on YouTube. It helps him in relaxing and sleep better.

His regular routine teaches us what? Work wisely, not hard, discipline, vision, etc. His stress management is key. Leading one of the world's largest firm with 85,000 employees is scary.

The pressure to achieve may ruin a day. Overworked employees are more likely to make mistakes or be angry with coworkers, according to the Family Work Institute. They can't handle daily problems, making the house more stressful than the office.

Walking your dog, having fun with friends, and having hobbies are as vital as your office.