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Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
Read original post.
More on Web3 & Crypto
Vivek Singh
3 years ago
A Warm Welcome to Web3 and the Future of the Internet
Let's take a look back at the internet's history and see where we're going — and why.
Tim Berners Lee had a problem. He was at CERN, the world's largest particle physics factory, at the time. The institute's stated goal was to study the simplest particles with the most sophisticated scientific instruments. The institute completed the LEP Tunnel in 1988, a 27 kilometer ring. This was Europe's largest civil engineering project (to study smaller particles — electrons).
The problem Tim Berners Lee found was information loss, not particle physics. CERN employed a thousand people in 1989. Due to team size and complexity, people often struggled to recall past project information. While these obstacles could be overcome, high turnover was nearly impossible. Berners Lee addressed the issue in a proposal titled ‘Information Management'.
When a typical stay is two years, data is constantly lost. The introduction of new people takes a lot of time from them and others before they understand what is going on. An emergency situation may require a detective investigation to recover technical details of past projects. Often, the data is recorded but cannot be found. — Information Management: A Proposal
He had an idea. Create an information management system that allowed users to access data in a decentralized manner using a new technology called ‘hypertext'.
To quote Berners Lee, his proposal was “vague but exciting...”. The paper eventually evolved into the internet we know today. Here are three popular W3C standards used by billions of people today:
(credit: CERN)
HTML (Hypertext Markup)
A web formatting language.
URI (Unique Resource Identifier)
Each web resource has its own “address”. Known as ‘a URL'.
HTTP (Hypertext Transfer Protocol)
Retrieves linked resources from across the web.
These technologies underpin all computer work. They were the seeds of our quest to reorganize information, a task as fruitful as particle physics.
Tim Berners-Lee would probably think the three decades from 1989 to 2018 were eventful. He'd be amazed by the billions, the inspiring, the novel. Unlocking innovation at CERN through ‘Information Management'.
The fictional character would probably need a drink, walk, and a few deep breaths to fully grasp the internet's impact. He'd be surprised to see a few big names in the mix.
Then he'd say, "Something's wrong here."
We should review the web's history before going there. Was it a success after Berners Lee made it public? Web1 and Web2: What is it about what we are doing now that so many believe we need a new one, web3?
Per Outlier Ventures' Jamie Burke:
Web 1.0 was read-only.
Web 2.0 was the writable
Web 3.0 is a direct-write web.
Let's explore.
Web1: The Read-Only Web
Web1 was the digital age. We put our books, research, and lives ‘online'. The web made information retrieval easier than any filing cabinet ever. Massive amounts of data were stored online. Encyclopedias, medical records, and entire libraries were put away into floppy disks and hard drives.
In 2015, the web had around 305,500,000,000 pages of content (280 million copies of Atlas Shrugged).
Initially, one didn't expect to contribute much to this database. Web1 was an online version of the real world, but not yet a new way of using the invention.
One gets the impression that the web has been underutilized by historians if all we can say about it is that it has become a giant global fax machine. — Daniel Cohen, The Web's Second Decade (2004)
That doesn't mean developers weren't building. The web was being advanced by great minds. Web2 was born as technology advanced.
Web2: Read-Write Web
Remember when you clicked something on a website and the whole page refreshed? Is it too early to call the mid-2000s ‘the good old days'?
Browsers improved gradually, then suddenly. AJAX calls augmented CGI scripts, and applications began sending data back and forth without disrupting the entire web page. One button to ‘digg' a post (see below). Web experiences blossomed.
In 2006, Digg was the most active ‘Web 2.0' site. (Photo: Ethereum Foundation Taylor Gerring)
Interaction was the focus of new applications. Posting, upvoting, hearting, pinning, tweeting, liking, commenting, and clapping became a lexicon of their own. It exploded in 2004. Easy ways to ‘write' on the internet grew, and continue to grow.
Facebook became a Web2 icon, where users created trillions of rows of data. Google and Amazon moved from Web1 to Web2 by better understanding users and building products and services that met their needs.
Business models based on Software-as-a-Service and then managing consumer data within them for a fee have exploded.
Web2 Emerging Issues
Unbelievably, an intriguing dilemma arose. When creating this read-write web, a non-trivial question skirted underneath the covers. Who owns it all?
You have no control over [Web 2] online SaaS. People didn't realize this because SaaS was so new. People have realized this is the real issue in recent years.
Even if these organizations have good intentions, their incentive is not on the users' side.
“You are not their customer, therefore you are their product,” they say. With Laura Shin, Vitalik Buterin, Unchained
A good plot line emerges. Many amazing, world-changing software products quietly lost users' data control.
For example: Facebook owns much of your social graph data. Even if you hate Facebook, you can't leave without giving up that data. There is no ‘export' or ‘exit'. The platform owns ownership.
While many companies can pull data on you, you cannot do so.
On the surface, this isn't an issue. These companies use my data better than I do! A complex group of stakeholders, each with their own goals. One is maximizing shareholder value for public companies. Tim Berners-Lee (and others) dislike the incentives created.
“Show me the incentive and I will show you the outcome.” — Berkshire Hathaway's CEO
It's easy to see what the read-write web has allowed in retrospect. We've been given the keys to create content instead of just consume it. On Facebook and Twitter, anyone with a laptop and internet can participate. But the engagement isn't ours. Platforms own themselves.
Web3: The ‘Unmediated’ Read-Write Web
Tim Berners Lee proposed a decade ago that ‘linked data' could solve the internet's data problem.
However, until recently, the same principles that allowed the Web of documents to thrive were not applied to data...
The Web of Data also allows for new domain-specific applications. Unlike Web 2.0 mashups, Linked Data applications work with an unbound global data space. As new data sources appear on the Web, they can provide more complete answers.
At around the same time as linked data research began, Satoshi Nakamoto created Bitcoin. After ten years, it appears that Berners Lee's ideas ‘link' spiritually with cryptocurrencies.
What should Web 3 do?
Here are some quick predictions for the web's future.
Users' data:
Users own information and provide it to corporations, businesses, or services that will benefit them.
Defying censorship:
No government, company, or institution should control your access to information (1, 2, 3)
Connect users and platforms:
Create symbiotic rather than competitive relationships between users and platform creators.
Open networks:
“First, the cryptonetwork-participant contract is enforced in open source code. Their voices and exits are used to keep them in check.” Dixon, Chris (4)
Global interactivity:
Transacting value, information, or assets with anyone with internet access, anywhere, at low cost
Self-determination:
Giving you the ability to own, see, and understand your entire digital identity.
Not pull, push:
‘Push' your data to trusted sources instead of ‘pulling' it from others.
Where Does This Leave Us?
Change incentives, change the world. Nick Babalola
People believe web3 can help build a better, fairer system. This is not the same as equal pay or outcomes, but more equal opportunity.
It should be noted that some of these advantages have been discussed previously. Will the changes work? Will they make a difference? These unanswered questions are technical, economic, political, and philosophical. Unintended consequences are likely.
We hope Web3 is a more democratic web. And we think incentives help the user. If there’s one thing that’s on our side, it’s that open has always beaten closed, given a long enough timescale.
We are at the start.
Dylan Smyth
3 years ago
10 Ways to Make Money Online in 2022
As a tech-savvy person (and software engineer) or just a casual technology user, I'm sure you've had this same question countless times: How do I make money online? and how do I make money with my PC/Mac?
You're in luck! Today, I will list the top 5 easiest ways to make money online. Maybe a top ten in the future? Top 5 tips for 2022.
1. Using the gig economy
There are many websites on the internet that allow you to earn extra money using skills and equipment that you already own.
I'm referring to the gig economy. It's a great way to earn a steady passive income from the comfort of your own home. For some sites, premium subscriptions are available to increase sales and access features like bidding on more proposals.
Some of these are:
- Freelancer
- Upwork
- Fiverr (⭐ my personal favorite)
- TaskRabbit
2. Mineprize
MINEPRIZE is a great way to make money online. What's more, You need not do anything! You earn money by lending your idle CPU power to MINEPRIZE.
To register with MINEPRIZE, all you need is an email address and a password. Let MINEPRIZE use your resources, and watch the money roll in! You can earn up to $100 per month by letting your computer calculate. That's insane.
3. Writing
“O Romeo, Romeo, why art thou Romeo?” Okay, I admit that not all writing is Shakespearean. To be a copywriter, you'll need to be fluent in English. Thankfully, we don't have to use typewriters anymore.
Writing is a skill that can earn you a lot of money (claps for the rhyme).
Here are a few ways you can make money typing on your fancy keyboard:
Self-publish a book
Write scripts for video creators
Write for social media
Book-checking
Content marketing help
What a list within a list!
4. Coding
Yes, kids. You've probably coded before if you understand
You've probably coded before if you understand
print("hello world");
Computational thinking (or coding) is one of the most lucrative ways to earn extra money, or even as a main source of income.
Of course, there are hardcode coders (like me) who write everything line by line, binary di — okay, that last part is a bit exaggerated.
But you can also make money by writing websites or apps or creating low code or no code platforms.
But you can also make money by writing websites or apps or creating low code or no code platforms.
Some low-code platforms
Sheet : spreadsheets to apps :
Loading... We'll install your new app... No-Code Your team can create apps and automate tasks. Agile…
www.appsheet.com
Low-code platform | Business app creator - Zoho Creator
Work is going digital, and businesses of all sizes must adapt quickly. Zoho Creator is a...
www.zoho.com
Sell your data with TrueSource. NO CODE NEEDED
Upload data, configure your product, and earn in minutes.
www.truesource.io
Cool, huh?
5. Created Content
If we use the internet correctly, we can gain unfathomable wealth and extra money. But this one is a bit more difficult. Unlike some of the other items on this list, it takes a lot of time up front.
I'm referring to sites like YouTube and Medium. It's a great way to earn money both passively and actively. With the likes of Jake- and Logan Paul, PewDiePie (a.k.a. Felix Kjellberg) and others, it's never too late to become a millionaire on YouTube. YouTubers are always rising to the top with great content.
6. NFTs and Cryptocurrency
It is now possible to amass large sums of money by buying and selling digital assets on NFTs and cryptocurrency exchanges. Binance's Initial Game Offer rewards early investors who produce the best results.
One awesome game sold a piece of its plot for US$7.2 million! It's Axie Infinity. It's free and available on Google Play and Apple Store.
7. Affiliate Marketing
Affiliate marketing is a form of advertising where businesses pay others (like bloggers) to promote their goods and services. Here's an example. I write a blog (like this one) and post an affiliate link to an item I recommend buying — say, a camera — and if you buy the camera, I get a commission!
These programs pay well:
- Elementor
- AWeber
- Sendinblue
- ConvertKit\sLeadpages
- GetResponse
- SEMRush\sFiverr
- Pabbly
8. Start a blog
Now, if you're a writer or just really passionate about something or a niche, blogging could potentially monetize that passion!
Create a blog about anything you can think of. It's okay to start right here on Medium, as I did.
9. Dropshipping
And I mean that in the best possible way — drop shopping is ridiculously easy to set up, but difficult to maintain for some.
Luckily, Shopify has made setting up an online store a breeze. Drop-shipping from Alibaba and DHGate is quite common. You've got a winner if you can find a local distributor willing to let you drop ship their product!
10. Set up an Online Course
If you have a skill and can articulate it, online education is for you.
Skillshare, Pluralsight, and Coursera have all made inroads in recent years, upskilling people with courses that YOU can create and earn from.
That's it for today! Please share if you liked this post. If not, well —
Scott Hickmann
3 years ago
Welcome
Welcome to Integrity's Web3 community!
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Jenn Leach
3 years ago
In November, I made an effort to pitch 10 brands per day. Here's what I discovered.
I pitched 10 brands per workday for a total of 200.
How did I do?
It was difficult.
I've never pitched so much.
What did this challenge teach me?
the superiority of quality over quantity
When you need help, outsource
Don't disregard burnout in order to complete a challenge because it exists.
First, pitching brands for brand deals requires quality. Find firms that align with your brand to expose to your audience.
If you associate with any company, you'll lose audience loyalty. I didn't lose sight of that, but I couldn't resist finishing the task.
Outsourcing.
Delegating work to teammates is effective.
I wish I'd done it.
Three people can pitch 200 companies a month significantly faster than one.
One person does research, one to two do outreach, and one to two do follow-up and negotiating.
Simple.
In 2022, I'll outsource everything.
Burnout.
I felt this, so I slowed down at the end of the month.
Thanksgiving week in November was slow.
I was buying and decorating for Christmas. First time putting up outdoor holiday lights was fun.
Much was happening.
I'm not perfect.
I'm being honest.
The Outcomes
Less than 50 brands pitched.
Result: A deal with 3 brands.
I hoped for 4 brands with reaching out to 200 companies, so three with under 50 is wonderful.
That’s a 6% conversion rate!
Whoo-hoo!
I needed 2%.
Here's a screenshot from one of the deals I booked.
These companies fit my company well. Each campaign is different, but I've booked $2,450 in brand work with a couple of pending transactions for December and January.
$2,450 in brand work booked!
How did I do? You tell me.
Is this something you’d try yourself?
Vanessa Karel
3 years ago
10 hard lessons from founding a startup.
Here is the ugly stuff, read this if you have a founder in your life or are trying to become one. Your call.
#1 You'll try to talk yourself to sleep, but it won't always work.
As founders, we're all driven. Good and bad, you're restless. Success requires resistance and discipline. Your startup will be on your mind 24/7, and not everyone will have the patience to listen to your worries, ideas, and coffee runs. You become more self-sufficient than ever before.
#2 No one will understand what you're going through unless they've been a founder.
Some of my closest friends don't understand the work that goes into starting a business, and we can't blame them.
#3 You'll feel alienated.
Your problems aren't common; calling your bestie won't help. You must search hard for the right resources. It alienates you from conversations you no longer relate to. (No 4th of July, no long weekends!)
#4 Since you're your "own boss," people assume you have lots of free time.
Do you agree? I was on a webinar with lots of new entrepreneurs, and one woman said, "I started my own business so I could have more time for myself." This may be true for some lucky people, and you can be flexible with your schedule. If you want your business to succeed, you'll probably be its slave for a while.
#5 No time for illness or family emergencies.
Both last month. Oh, no! Physically and emotionally withdrawing at the worst times will give you perspective. I learned this the hard way because I was too stubborn to postpone an important interview. I thought if I rested all day and only took one call, I'd be fine. Nope. I had a fever and my mind wasn't as sharp, so my performance and audience interaction suffered. Nope. Better to delay than miss out.
Oh, and setting a "OoO" makes you cringe.
#6 Good luck with your mental health, perfectionists.
When building a startup, it's difficult to accept that there won't be enough time to do everything. You can't make them all, not perfectly. You must learn to accept things that are done but not perfect.
#7 As a founder, you'll make mistakes, but you'll want to make them quickly so you can learn.
Hard lessons are learned quicker. You'll need to pivot and try new things often; some won't work, and it's best to discover them sooner rather than later.
#8 Pyramid schemes abound.
I didn't realize how bad it was until I started a company. You must spy and constantly research. As a founder, you'll receive many emails from people claiming to "support" you. Be wary and keep your eyes open. When it's too good to be true. Some "companies" will try to get you to pay for "competitions" to "pitch at events." Don't do it.
#9 Keep your competitor research to a minimum.
Actually, competition is good. It means there's a market for those solutions. However, this can be mentally exhausting too. Learn about their geography and updates, but that's it.
#10 You'll feel guilty taking vacation.
I don't know what to say, but I no longer enjoy watching TV, and that's okay. Pay attention to things that enrich you, bring you joy, and have fun. It boosts creativity.
Being a startup founder may be one of the hardest professional challenges you face, but it's also a great learning experience. Your passion will take you places you never imagined and open doors to opportunities you wouldn't have otherwise. You'll meet amazing people. No regrets, no complaints. It's a roller coaster, but the good days are great.
Miss anything? Comment below
Katrine Tjoelsen
2 years ago
8 Communication Hacks I Use as a Young Employee
Learn these subtle cues to gain influence.
Hate being ignored?
As a 24-year-old, I struggled at work. Attention-getting tips How to avoid being judged by my size, gender, and lack of wrinkles or gray hair?
I've learned seniority hacks. Influence. Within two years as a product manager, I led a team. I'm a Stanford MBA student.
These communication hacks can make you look senior and influential.
1. Slowly speak
We speak quickly because we're afraid of being interrupted.
When I doubt my ideas, I speak quickly. How can we slow down? Jamie Chapman says speaking slowly saps our energy.
Chapman suggests emphasizing certain words and pausing.
2. Interrupted? Stop the stopper
Someone interrupt your speech?
Don't wait. "May I finish?" No pause needed. Stop interrupting. I first tried this in Leadership Laboratory at Stanford. How quickly I gained influence amazed me.
Next time, try “May I finish?” If that’s not enough, try these other tips from Wendy R.S. O’Connor.
3. Context
Others don't always see what's obvious to you.
Through explanation, you help others see the big picture. If a senior knows it, you help them see where your work fits.
4. Don't ask questions in statements
“Your statement lost its effect when you ended it on a high pitch,” a group member told me. Upspeak, it’s called. I do it when I feel uncertain.
Upspeak loses influence and credibility. Unneeded. When unsure, we can say "I think." We can even ask a proper question.
Someone else's boasting is no reason to be dismissive. As leaders and colleagues, we should listen to our colleagues even if they use this speech pattern.
Give your words impact.
5. Signpost structure
Signposts improve clarity by providing structure and transitions.
Communication coach Alexander Lyon explains how to use "first," "second," and "third" He explains classic and summary transitions to help the listener switch topics.
Signs clarify. Clarity matters.
6. Eliminate email fluff
“Fine. When will the report be ready? — Jeff.”
Notice how senior leaders write short, direct emails? I often use formalities like "dear," "hope you're well," and "kind regards"
Formality is (usually) unnecessary.
7. Replace exclamation marks with periods
See how junior an exclamation-filled email looks:
Hi, all!
Hope you’re as excited as I am for tomorrow! We’re celebrating our accomplishments with cake! Join us tomorrow at 2 pm!
See you soon!
Why the exclamation points? Why not just one?
Hi, all.
Hope you’re as excited as I am for tomorrow. We’re celebrating our accomplishments with cake. Join us tomorrow at 2 pm!
See you soon.
8. Take space
"Playing high" means having an open, relaxed body, says Stanford professor and author Deborah Gruenfield.
Crossed legs or looking small? Relax. Get bigger.
