Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
Read original post.
More on Web3 & Crypto

Yogesh Rawal
3 years ago
Blockchain to solve growing privacy challenges
Most online activity is now public. Businesses collect, store, and use our personal data to improve sales and services.
In 2014, Uber executives and employees were accused of spying on customers using tools like maps. Another incident raised concerns about the use of ‘FaceApp'. The app was created by a small Russian company, and the photos can be used in unexpected ways. The Cambridge Analytica scandal exposed serious privacy issues. The whole incident raised questions about how governments and businesses should handle data. Modern technologies and practices also make it easier to link data to people.
As a result, governments and regulators have taken steps to protect user data. The General Data Protection Regulation (GDPR) was introduced by the EU to address data privacy issues. The law governs how businesses collect and process user data. The Data Protection Bill in India and the General Data Protection Law in Brazil are similar.
Despite the impact these regulations have made on data practices, a lot of distance is yet to cover.
Blockchain's solution
Blockchain may be able to address growing data privacy concerns. The technology protects our personal data by providing security and anonymity. The blockchain uses random strings of numbers called public and private keys to maintain privacy. These keys allow a person to be identified without revealing their identity. Blockchain may be able to ensure data privacy and security in this way. Let's dig deeper.
Financial transactions
Online payments require third-party services like PayPal or Google Pay. Using blockchain can eliminate the need to trust third parties. Users can send payments between peers using their public and private keys without providing personal information to a third-party application. Blockchain will also secure financial data.
Healthcare data
Blockchain technology can give patients more control over their data. There are benefits to doing so. Once the data is recorded on the ledger, patients can keep it secure and only allow authorized access. They can also only give the healthcare provider part of the information needed.
The major challenge
We tried to figure out how blockchain could help solve the growing data privacy issues. However, using blockchain to address privacy concerns has significant drawbacks. Blockchain is not designed for data privacy. A ‘distributed' ledger will be used to store the data. Another issue is the immutability of blockchain. Data entered into the ledger cannot be changed or deleted. It will be impossible to remove personal data from the ledger even if desired.
MIT's Enigma Project aims to solve this. Enigma's ‘Secret Network' allows nodes to process data without seeing it. Decentralized applications can use Secret Network to use encrypted data without revealing it.
Another startup, Oasis Labs, uses blockchain to address data privacy issues. They are working on a system that will allow businesses to protect their customers' data.
Conclusion
Blockchain technology is already being used. Several governments use blockchain to eliminate centralized servers and improve data security. In this information age, it is vital to safeguard our data. How blockchain can help us in this matter is still unknown as the world explores the technology.

CyberPunkMetalHead
2 years ago
I talked to ChatGPT about the adoption of cryptocurrencies.
OpenAI's ChatGPT is an amazing AI-powered chatbot. It can write poetry, fiction, and marketing ideas. I was impressed how well ChatGPT followed the interview, albeit there were a few classics “I’m afraid I can’t do that”.
Full interview below.
Me: I'm your interviewer. We'll discuss crypto. Thanks for being interviewed. What do you think about cryptocurrency?
CGPT: Cryptocurrency is an innovative technology that could transform money and financial activities. It might boost the efficiency and security of financial institutions and let consumers deal directly without banks. Cryptocurrency is still a new and untested technology with many unknowns and hurdles before it can be broadly accepted.
Me: Over 22,000 cryptocurrencies exist, and many have little use. We need how much cryptocurrencies?
CGPT: The appropriate quantity will rely on a multitude of factors, including each cryptocurrency's use cases, adoption rate, and market rivalry. Only a few cryptocurrencies will likely receive widespread adoption and be successful. Many existing cryptocurrencies may not survive since they can't deliver new or valued solutions or compete with more established cryptocurrencies.
Me: Will cryptocurrencies grow? What's next for worldwide adoption?
CGPT: It's hard to forecast the future of cryptocurrencies because the acceptance of new technologies is unpredictable. I believe cryptocurrencies will expand and acquire popularity in the future years. Regulatory ambiguity, security concerns, and scalability issues must be overcome for this to happen. Cryptocurrency companies and organizations must engage together with governments and authorities to address these obstacles and establish a growth-friendly climate. Continued innovation and improvement of the technology, including public education and awareness, will drive acceptance.
Me: Do bear markets affect bitcoin adoption?
CGPT: On the one hand, a bear market might induce uncertainty and hesitation among potential consumers. Bear markets can present opportunities for long-term investors who can acquire cryptocurrencies at cheaper prices and are more likely to hang onto their assets. A bear market can also test the tenacity and power of the underlying technology and community, which can boost long-term confidence and adoption. A bear market might have profound and nuanced effects on bitcoin adoption.
Me: What are some likely outcomes if Bitcoin reaches $100,000 by next year?
CGPT: If Bitcoin saw rapid growth, it would undoubtedly have repercussions for the cryptocurrency market and economy. Possible scenarios include increased public interest and awareness of cryptocurrency, a surge in demand for Bitcoin and other cryptocurrencies, and a growth in the cryptocurrency industry's market value. By shifting their focus and cash to the cryptocurrency market, investors and traders may also affect other asset classes, such as traditional equities and commodities. Governments and financial organizations may focus more on the cryptocurrency sector as they try to grasp Bitcoin's rapid rise.
Me: Will other countries accept crypto as currency?
CGPT: It's hard to say if additional governments will adopt cryptocurrencies as legal tender. Some countries have recognized the promise of bitcoin and are exploring its use, while others are cautious. Adoption of bitcoin as legal cash may vary by country, based on financial infrastructure, rules, and political atmosphere. As cryptocurrency technology evolves and becomes more accepted, more governments may embrace it as legal tender.
Me: Final question: will the recent cryptocurrency hacks affect long term adoption?
CGPT: Hacks might tarnish cryptocurrency's reputation and public faith in its security, the technology underpinning it is continually improving. Many cryptocurrency projects have developed strong security mechanisms to prevent hacks and other dangers, and these safeguards will undoubtedly improve over time. The decentralized nature of cryptocurrency makes it more resistant to attacks. Hacks and other security breaches are a concern, but they may not affect cryptocurrency adoption.

Rishi Dean
3 years ago
Coinbase's web3 app
Use popular Ethereum dapps with Coinbase’s new dapp wallet and browser
Tl;dr: This post highlights the ability to access web3 directly from your Coinbase app using our new dapp wallet and browser.
Decentralized autonomous organizations (DAOs) and decentralized finance (DeFi) have gained popularity in the last year (DAOs). The total value locked (TVL) of DeFi investments on the Ethereum blockchain has grown to over $110B USD, while NFTs sales have grown to over $30B USD in the last 12 months (LTM). New innovative real-world applications are emerging every day.
Today, a small group of Coinbase app users can access Ethereum-based dapps. Buying NFTs on Coinbase NFT and OpenSea, trading on Uniswap and Sushiswap, and borrowing and lending on Curve and Compound are examples.
Our new dapp wallet and dapp browser enable you to access and explore web3 directly from your Coinbase app.
Web3 in the Coinbase app
Users can now access dapps without a recovery phrase. This innovative dapp wallet experience uses Multi-Party Computation (MPC) technology to secure your on-chain wallet. This wallet's design allows you and Coinbase to share the 'key.' If you lose access to your device, the key to your dapp wallet is still safe and Coinbase can help recover it.
Set up your new dapp wallet by clicking the "Browser" tab in the Android app's navigation bar. Once set up, the Coinbase app's new dapp browser lets you search, discover, and use Ethereum-based dapps.
Looking forward
We want to enable everyone to seamlessly and safely participate in web3, and today’s launch is another step on that journey. We're rolling out the new dapp wallet and browser in the US on Android first to a small subset of users and plan to expand soon. Stay tuned!
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B Kean
2 years ago
Russia's greatest fear is that no one will ever fear it again.
When everyone laughs at him, he's powerless.
1-2-3: Fold your hands and chuckle heartily. Repeat until you're really laughing.
We're laughing at Russia's modern-day shortcomings, if you hadn't guessed.
Watch Good Fellas' laughing scene on YouTube. Ray Liotta, Joe Pesci, and others laugh hysterically in a movie. Laugh at that scene, then think of Putin's macho guy statement on February 24 when he invaded Ukraine. It's cathartic to laugh at his expense.
Right? It makes me feel great that he was convinced the military action will be over in a week. I love reading about Putin's morning speech. Many stupid people on Earth supported him. Many loons hailed his speech historic.
Russia preys on the weak. Strong Ukraine overcame Russia. Ukraine's right. As usual, Russia is in the wrong.
A so-called thought leader recently complained on Russian TV that the West no longer fears Russia, which is why Ukraine is kicking Russia's ass.
Let's simplify for this Russian intellectual. Except for nuclear missiles, the West has nothing to fear from Russia. Russia is a weak, morally-empty country whose DNA has degraded to the point that evolution is already working to flush it out.
The West doesn't fear Russia since he heads a prominent Russian institution. Russian universities are intellectually barren. I taught at St. Petersburg University till June (since February I was virtually teaching) and was astounded by the lack of expertise.
Russians excel in science, math, engineering, IT, and anything that doesn't demand critical thinking or personal ideas.
Reflecting on many of the high-ranking individuals from around the West, Satanovsky said: “They are not interested in us. We only think we’re ‘big politics’ for them but for those guys we’re small politics. “We’re small politics, even though we think of ourselves as the descendants of the Russian Empire, of the USSR. We are not the Soviet Union, we don’t have enough weirdos and lunatics, we practically don’t have any (U.S. Has Stopped Fearing Us).”
Professor Dmitry Evstafiev, president of the Institute of the Middle East, praised Nikita Khrushchev's fiery nature because he made the world fear him, which made the Soviet Union great. If the world believes Putin is crazy, then Russia will be great, says this man. This is crazy.
Evstafiev covered his cowardice by saluting Putin. He praised his culture and Ukraine patience. This weakling professor ingratiates himself to Putin instead of calling him a cowardly, demonic shithead.
This is why we don't fear Russia, professor. Because you're all sycophantic weaklings who sold your souls to a Leningrad narcissist. Putin's nothing. He lacks intelligence. You've tied your country's fate and youth's future to this terrible monster. Disgraceful!
How can you loathe your country's youth so much to doom them to decades or centuries of ignominy? My son is half Russian and must now live with this portion of him.
We don't fear Russia because you don't realize that it should be appreciated, not frightened. That would need lobotomizing tens of millions of people like you.
Sadman. You let a Leningrad weakling castrate you and display your testicles. He shakes the container, saying, "Your balls are mine."
Why is Russia not feared?
Your self-inflicted national catastrophe is hilarious. Sadly, it's laugh-through-tears.

Jon Brosio
3 years ago
Every time I use this 6-part email sequence, I almost always make four figures.
(And you can have it for free)
Master email to sell anything.
Most novice creators don't know how to begin.
Many use online templates. These are usually fluff-filled and niche-specific.
They're robotic and "salesy."
I've attended 3 courses, read 10 books, and sent 600,000 emails in the past five years.
Outcome?
This *proven* email sequence assures me a month's salary every time I send it.
What you will discover in this article is that:
A full 6-part email sales cycle
The essential elements you must incorporate
placeholders and text-filled images
(Applies to any niche)
This can be a product introduction, holiday, or welcome sequence. This works for email-saleable products.
Let's start
Email 1: Describe your issue
This email is crucial.
How to? We introduce a subscriber or prospect's problem. Later, we'll frame our offer as the solution.
Label the:
Problem
Why it still hasn't been fixed
Resulting implications for the customer
This puts our new subscriber in solve mode and queues our offer:
Email 2: Amplify the consequences
We're still causing problems.
We've created the problem, but now we must employ emotion and storytelling to make it real. We also want to forecast life if nothing changes.
Let's feel:
What occurs if it is not resolved?
Why is it crucial to fix it immediately?
Tell a tale of a person who was in their position. To emphasize the effects, use a true account of another person (or of yourself):
Email 3: Share a transformation story
Selling stories.
Whether in an email, landing page, article, or video. Humanize stories. They give information meaning.
This is where "issue" becomes "solution."
Let's reveal:
A tale of success
A new existence and result
tools and tactics employed
Start by transforming yourself.
Email 4: Prove with testimonials
No one buys what you say.
Emotionally stirred people buy and act. They believe in the product. They feel that if they buy, it will work.
Social proof shows prospects that your solution will help them.
Add:
Earlier and Later
Testimonials
Reviews
Proof this deal works:
Email 5: Reveal your offer
It's showtime.
This is it. Until now, describing the offer and offering links to a landing page have been sparse in the email pictures.
We've been tense. Gaining steam. Building suspense. Email 5 reveals all.
In this email:
a description of the deal
A word about a promise
recapitulation of the transformation
and make a reference to the urgency Everything should be spelled out clearly:
Email no. 6: Instill urgency
When there are stakes, humans act.
Creating and marketing with haste raises the stakes. Urgency makes a prospect act because they'll miss out or gain immensely.
Urgency converts. Use:
short time
Screening
Scarcity
Urgency and conversions. Limited-time offers are easy.
TL;DR
Use this proven 6-part email sequence (that turns subscribers into profit):
Introduce a problem
Amplify it with emotions
Share transformation story
Prove it works with testimonials
Value-stack and present your offer
Drive urgency and entice the purchase

Victoria Kurichenko
3 years ago
My Blog Is in Google's Top 10—Here's How to Compete
"Competition" is beautiful and hateful.
Some people bury their dreams because they are afraid of competition. Others challenge themselves, shaping our world.
Competition is normal.
It spurs innovation and progress.
I wish more people agreed.
As a marketer, content writer, and solopreneur, my readers often ask:
"I want to create a niche website, but I have no ideas. Everything's done"
"Is a website worthwhile?"
I can't count how many times I said, "Yes, it makes sense, and you can succeed in a competitive market."
I encourage and share examples, but it's not enough to overcome competition anxiety.
I launched an SEO writing website for content creators a year ago, knowing it wouldn't beat Ahrefs, Semrush, Backlinko, etc.
Not needed.
Many of my website's pages rank highly on Google.
Everyone can eat the pie.
In a competitive niche, I took a different approach.
Look farther
When chatting with bloggers that want a website, I discovered something fascinating.
They want to launch a website but have no ideas. As a next step, they start listing the interests they believe they should work on, like wellness, lifestyle, investments, etc. I could keep going.
Too many generalists who claim to know everything confuse many.
Generalists aren't trusted.
We want someone to fix our problems immediately.
I don't think broad-spectrum experts are undervalued. People have many demands that go beyond generalists' work. Narrow-niche experts can help.
I've done SEO for three years. I learned from experts and courses. I couldn't find a comprehensive SEO writing resource.
I read tons of articles before realizing that wasn't it. I took courses that covered SEO basics eventually.
I had a demand for learning SEO writing, but there was no solution on the market. My website fills this micro-niche.
Have you ever had trouble online?
Professional courses too general, boring, etc.?
You've bought off-topic books, right?
You're not alone.
Niche ideas!
Big players often disregard new opportunities. Too small. Individual content creators can succeed here.
In a competitive market:
Never choose wide subjects
Think about issues you can relate to and have direct experience with.
Be a consumer to discover both the positive and negative aspects of a good or service.
Merchandise your annoyances.
Consider ways to transform your frustrations into opportunities.
The right niche is half-success. Here is what else I did to hit the Google front page with my website.
An innovative method for choosing subjects
Why publish on social media and websites?
Want likes, shares, followers, or fame?
Some people do it for fun. No judgment.
I bet you want more.
You want to make decent money from blogging.
Writing about random topics, even if they are related to your niche, won’t help you attract an audience from organic search. I'm a marketer and writer.
I worked at companies with dead blogs because they posted for themselves, not readers. They did not follow SEO writing rules; that’s why most of their content flopped.
I learned these hard lessons and grew my website from 0 to 3,000+ visitors per month while working on it a few hours a week only. Evidence:
I choose website topics using these criteria:
- Business potential. The information should benefit my audience and generate revenue. There would be no use in having it otherwise.
My topics should help me:
Attract organic search traffic with my "fluff-free" content -> Subscribers > SEO ebook sales.
Simple and effective.
- traffic on search engines. The number of monthly searches reveals how popular my topic is all across the world. If I find that no one is interested in my suggested topic, I don't write a blog article.
- Competition. Every search term is up against rivals. Some are more popular (thus competitive) since more websites target them in organic search. A new website won't score highly for keywords that are too competitive. On the other side, keywords with moderate to light competition can help you rank higher on Google more quickly.
- Search purpose. The "why" underlying users' search requests is revealed. I analyze search intent to understand what users need when they plug various queries in the search bar and what content can perfectly meet their needs.
My specialty website produces money, ranks well, and attracts the target audience because I handpick high-traffic themes.
Following these guidelines, even a new website can stand out.
I wrote a 50-page SEO writing guide where I detailed topic selection and share my front-page Google strategy.
My guide can help you run a successful niche website.
In summary
You're not late to the niche-website party.
The Internet offers many untapped opportunities.
We need new solutions and are willing to listen.
There are unexplored niches in any topic.
Don't fight giants. They have their piece of the pie. They might overlook new opportunities while trying to keep that piece of the pie. You should act now.
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