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
Scott Hickmann
4 years ago
Welcome
Welcome to Integrity's Web3 community!

Ryan Weeks
3 years ago
Terra fiasco raises TRON's stablecoin backstop
After Terra's algorithmic stablecoin collapsed in May, TRON announced a plan to increase the capital backing its own stablecoin.
USDD, a near-carbon copy of Terra's UST, arrived on the TRON blockchain on May 5. TRON founder Justin Sun says USDD will be overcollateralized after initially being pegged algorithmically to the US dollar.
A reserve of cryptocurrencies and stablecoins will be kept at 130 percent of total USDD issuance, he said. TRON described the collateral ratio as "guaranteed" and said it would begin publishing real-time updates on June 5.
Currently, the reserve contains 14,040 bitcoin (around $418 million), 140 million USDT, 1.9 billion TRX, and 8.29 billion TRX in a burning contract.
Sun: "We want to hybridize USDD." We have an algorithmic stablecoin and TRON DAO Reserve.
algorithmic failure
USDD was designed to incentivize arbitrageurs to keep its price pegged to the US dollar by trading TRX, TRON's token, and USDD. Like Terra, TRON signaled its intent to establish a bitcoin and cryptocurrency reserve to support USDD in extreme market conditions.
Still, Terra's UST failed despite these safeguards. The stablecoin veered sharply away from its dollar peg in mid-May, bringing down Terra's LUNA and wiping out $40 billion in value in days. In a frantic attempt to restore the peg, billions of dollars in bitcoin were sold and unprecedented volumes of LUNA were issued.
Sun believes USDD, which has a total circulating supply of $667 million, can be backed up.
"Our reserve backing is diversified." Bitcoin and stablecoins are included. USDC will be a small part of Circle's reserve, he said.
TRON's news release lists the reserve's assets as bitcoin, TRX, USDC, USDT, TUSD, and USDJ.
All Bitcoin addresses will be signed so everyone knows they belong to us, Sun said.
Not giving in
Sun told that the crypto industry needs "decentralized" stablecoins that regulators can't touch.
Sun said the Luna Foundation Guard, a Singapore-based non-profit that raised billions in cryptocurrency to buttress UST, mismanaged the situation by trying to sell to panicked investors.
He said, "We must be ahead of the market." We want to stabilize the market and reduce volatility.
Currently, TRON finances most of its reserve directly, but Sun says the company hopes to add external capital soon.
Before its demise, UST holders could park the stablecoin in Terra's lending platform Anchor Protocol to earn 20% interest, which many deemed unsustainable. TRON's JustLend is similar. Sun hopes to raise annual interest rates from 17.67% to "around 30%."
This post is a summary. Read full article here

Ben
3 years ago
The Real Value of Carbon Credit (Climate Coin Investment)
Disclaimer : This is not financial advice for any investment.
TL;DR
You might not have realized it, but as we move toward net zero carbon emissions, the globe is already at war.
According to the Paris Agreement of COP26, 64% of nations have already declared net zero, and the issue of carbon reduction has already become so important for businesses that it affects their ability to survive. Furthermore, the time when carbon emission standards will be defined and controlled on an individual basis is becoming closer.
Since 2017, the market for carbon credits has experienced extraordinary expansion as a result of widespread talks about carbon credits. The carbon credit market is predicted to expand much more once net zero is implemented and carbon emission rules inevitably tighten.
Hello! Ben here from Nonce Classic. Nonce Classic has recently confirmed the tremendous growth potential of the carbon credit market in the midst of a major trend towards the global goal of net zero (carbon emissions caused by humans — carbon reduction by humans = 0 ). Moreover, we too believed that the questions and issues the carbon credit market suffered from the last 30–40yrs could be perfectly answered through crypto technology and that is why we have added a carbon credit crypto project to the Nonce Classic portfolio. There have been many teams out there that have tried to solve environmental problems through crypto but very few that have measurable experience working in the carbon credit scene. Thus we have put in our efforts to find projects that are not crypto projects created for the sake of issuing tokens but projects that pragmatically use crypto technology to combat climate change by solving problems of the current carbon credit market. In that process, we came to hear of Climate Coin, a veritable carbon credit crypto project, and us Nonce Classic as an accelerator, have begun contributing to its growth and invested in its tokens. Starting with this article, we plan to publish a series of articles explaining why the carbon credit market is bullish, why we invested in Climate Coin, and what kind of project Climate Coin is specifically. In this first article let us understand the carbon credit market and look into its growth potential! Let’s begin :)
The Unavoidable Entry of the Net Zero Era
Net zero means... Human carbon emissions are balanced by carbon reduction efforts. A non-environmentalist may find it hard to accept that net zero is attainable by 2050. Global cooperation to save the earth is happening faster than we imagine.
In the Paris Agreement of COP26, concluded in Glasgow, UK on Oct. 31, 2021, nations pledged to reduce worldwide yearly greenhouse gas emissions by more than 50% by 2030 and attain net zero by 2050. Governments throughout the world have pledged net zero at the national level and are holding each other accountable by submitting Nationally Determined Contributions (NDC) every five years to assess implementation. 127 of 198 nations have declared net zero.
Each country's 1.5-degree reduction plans have led to carbon reduction obligations for companies. In places with the strictest environmental regulations, like the EU, companies often face bankruptcy because the cost of buying carbon credits to meet their carbon allowances exceeds their operating profits. In this day and age, minimizing carbon emissions and securing carbon credits are crucial.
Recent SEC actions on climate change may increase companies' concerns about reducing emissions. The SEC required all U.S. stock market companies to disclose their annual greenhouse gas emissions and climate change impact on March 21, 2022. The SEC prepared the proposed regulation through in-depth analysis and stakeholder input since last year. Three out of four SEC members agreed that it should pass without major changes. If the regulation passes, it will affect not only US companies, but also countless companies around the world, directly or indirectly.
Even companies not listed on the U.S. stock market will be affected and, in most cases, required to disclose emissions. Companies listed on the U.S. stock market with significant greenhouse gas emissions or specific targets are subject to stricter emission standards (Scope 3) and disclosure obligations, which will magnify investigations into all related companies. Greenhouse gas emissions can be calculated three ways. Scope 1 measures carbon emissions from a company's facilities and transportation. Scope 2 measures carbon emissions from energy purchases. Scope 3 covers all indirect emissions from a company's value chains.
The SEC's proposed carbon emission disclosure mandate and regulations are one example of how carbon credit policies can cross borders and affect all parties. As such incidents will continue throughout the implementation of net zero, even companies that are not immediately obligated to disclose their carbon emissions must be prepared to respond to changes in carbon emission laws and policies.
Carbon reduction obligations will soon become individual. Individual consumption has increased dramatically with improved quality of life and convenience, despite national and corporate efforts to reduce carbon emissions. Since consumption is directly related to carbon emissions, increasing consumption increases carbon emissions. Countries around the world have agreed that to achieve net zero, carbon emissions must be reduced on an individual level. Solutions to individual carbon reduction are being actively discussed and studied under the term Personal Carbon Trading (PCT).
PCT is a system that allows individuals to trade carbon emission quotas in the form of carbon credits. Individuals who emit more carbon than their allotment can buy carbon credits from those who emit less. European cities with well-established carbon credit markets are preparing for net zero by conducting early carbon reduction prototype projects. The era of checking product labels for carbon footprints, choosing low-emissions transportation, and worrying about hot shower emissions is closer than we think.
The Market for Carbon Credits Is Expanding Fearfully
Compliance and voluntary carbon markets make up the carbon credit market.
A Compliance Market enforces carbon emission allowances for actors. Companies in industries that previously emitted a lot of carbon are included in the mandatory carbon market, and each government receives carbon credits each year. If a company's emissions are less than the assigned cap and it has extra carbon credits, it can sell them to other companies that have larger emissions and require them (Cap and Trade). The annual number of free emission permits provided to companies is designed to decline, therefore companies' desire for carbon credits will increase. The compliance market's yearly trading volume will exceed $261B in 2020, five times its 2017 level.
In the Voluntary Market, carbon reduction is voluntary and carbon credits are sold for personal reasons or to build market participants' eco-friendly reputations. Even if not in the compliance market, it is typical for a corporation to be obliged to offset its carbon emissions by acquiring voluntary carbon credits. When a company seeks government or company investment, it may be denied because it is not net zero. If a significant shareholder declares net zero, the companies below it must execute it. As the world moves toward ESG management, becoming an eco-friendly company is no longer a strategic choice to gain a competitive edge, but an important precaution to not fall behind. Due to this eco-friendly trend, the annual market volume of voluntary emission credits will approach $1B by November 2021. The voluntary credit market is anticipated to reach $5B to $50B by 2030. (TSCVM 2021 Report)
In conclusion
This article analyzed how net zero, a target promised by countries around the world to combat climate change, has brought governmental, corporate, and human changes. We discussed how these shifts will become more obvious as we approach net zero, and how the carbon credit market would increase exponentially in response. In the following piece, let's analyze the hurdles impeding the carbon credit market's growth, how the project we invested in tries to tackle these issues, and why we chose Climate Coin. Wait! Jim Skea, co-chair of the IPCC working group, said,
“It’s now or never, if we want to limit global warming to 1.5°C” — Jim Skea
Join nonceClassic’s community:
Telegram: https://t.me/non_stock
Youtube: https://www.youtube.com/channel/UCqeaLwkZbEfsX35xhnLU2VA
Twitter: @nonceclassic
Mail us : general@nonceclassic.org
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Simon Ash
2 years ago
The Three Most Effective Questions for Ongoing Development
The Traffic Light Approach to Reviewing Personal, Team and Project Development
What needs improvement? If you want to improve, you need to practice your sport, musical instrument, habit, or work project. You need to assess your progress.
Continuous improvement is the foundation of focused practice and a growth mentality. Not just individually. High-performing teams pursue improvement. Right? Why is it hard?
As a leadership coach, senior manager, and high-level athlete, I've found three key questions that may unlock high performance in individuals and teams.
Problems with Reviews
Reviewing and improving performance is crucial, however I hate seeing review sessions in my diary. I rarely respond to questionnaire pop-ups or emails. Why?
Time constrains. Requests to fill out questionnaires often state they will take 10–15 minutes, but I can think of a million other things to do with that time. Next, review overload. Businesses can easily request comments online. No matter what you buy, someone will ask for your opinion. This bombardment might make feedback seem bad, which is bad.
The problem is that we might feel that way about important things like personal growth and work performance. Managers and team leaders face a greater challenge.
When to Conduct a Review
We must be wise about reviewing things that matter to us. Timing and duration matter. Reviewing the experience as quickly as possible preserves information and sentiments. Time must be brief. The review's importance and size will determine its length. We might only take a few seconds to review our morning coffee, but we might require more time for that six-month work project.
These post-event reviews should be supplemented by periodic reflection. Journaling can help with daily reflections, but I also like to undertake personal reviews every six months on vacation or at a retreat.
As an employee or line manager, you don't want to wait a year for a performance assessment. Little and frequently is best, with a more formal and in-depth assessment (typically with a written report) in 6 and 12 months.
The Easiest Method to Conduct a Review Session
I follow Einstein's review process:
“Make things as simple as possible but no simpler.”
Thus, it should be brief but deliver the necessary feedback. Quality critique is hard to receive if the process is overly complicated or long.
I have led or participated in many review processes, from strategic overhauls of big organizations to personal goal coaching. Three key questions guide the process at either end:
What ought to stop being done?
What should we do going forward?
What should we do first?
Following the Rule of 3, I compare it to traffic lights. Red, amber, and green lights:
Red What ought should we stop?
Amber What ought to we keep up?
Green Where should we begin?
This approach is easy to understand and self-explanatory, however below are some examples under each area.
Red What ought should we stop?
As a team or individually, we must stop doing things to improve.
Sometimes they're bad. If we want to lose weight, we should avoid sweets. If a team culture is bad, we may need to stop unpleasant behavior like gossiping instead of having difficult conversations.
Not all things we should stop are wrong. Time matters. Since it is finite, we sometimes have to stop nice things to focus on the most important. Good to Great author Jim Collins famously said:
“Don’t let the good be the enemy of the great.”
Prioritizing requires this idea. Thus, decide what to stop to prioritize.
Amber What ought to we keep up?
Should we continue with the amber light? It helps us decide what to keep doing during review. Many items fall into this category, so focus on those that make the most progress.
Which activities have the most impact? Which behaviors create the best culture? Success-building habits?
Use these questions to find positive momentum. These are the fly-wheel motions, according to Jim Collins. The Compound Effect author Darren Hardy says:
“Consistency is the key to achieving and maintaining momentum.”
What can you do consistently to reach your goal?
Green Where should we begin?
Finally, green lights indicate new beginnings. Red/amber difficulties may be involved. Stopping a red issue may give you more time to do something helpful (in the amber).
This green space inspires creativity. Kolbs learning cycle requires active exploration to progress. Thus, it's crucial to think of new approaches, try them out, and fail if required.
This notion underpins lean start-build, up's measure, learn approach and agile's trying, testing, and reviewing. Try new things until you find what works. Thomas Edison, the lighting legend, exclaimed:
“There is a way to do it better — find it!”
Failure is acceptable, but if you want to fail forward, look back on what you've done.
John Maxwell concurred with Edison:
“Fail early, fail often, but always fail forward”
A good review procedure lets us accomplish that. To avoid failure, we must act, experiment, and reflect.
Use the traffic light system to prioritize queries. Ask:
Red What needs to stop?
Amber What should continue to occur?
Green What might be initiated?
Take a moment to reflect on your day. Check your priorities with these three questions. Even if merely to confirm your direction, it's a terrific exercise!

Steve QJ
3 years ago
Putin's War On Reality
The dictator's playbook.
Stalin's successor, Nikita Khrushchev, delivered a speech titled "On The Cult Of Personality And Its Consequences" in 1956, three years after Stalin’s death.
It was Stalin's grave abuse of power that caused untold harm to our party.
Stalin acted not by persuasion, explanation, or patient cooperation, but by imposing his ideas and demanding absolute obedience. […]
See where Stalin's mania for greatness led? He had lost all sense of reality.
The speech, which was never made public, shook the Soviet Union and the Soviet Bloc. After Stalin's "cult of personality" was exposed as a lie, only reality remained.
As I've watched the nightmare unfold in Ukraine, I'm reminded of that question. Primarily by Putin's repeated denials.
His odd claim that Ukraine is run by drug addicts and Nazis (especially strange given that Volodymyr Zelenskyy, the Ukrainian president, is Jewish). Others attempt to portray Russia as liberators rather than occupiers. For example, he portrays Luhansk and Donetsk as plucky, newly independent states when they have been totalitarian statelets for 8 years.
Putin seemed to have lost all sense of reality.
Maybe that's why his remarks to an oligarchs' gathering stood out:
Everything is a desperate measure. They gave us no choice. We couldn't do anything about their security risks. […] They could have put the country in jeopardy.
This is almost certainly true from Putin's perspective. Even for Putin, a military invasion seems unlikely. So, what exactly is putting Russia's security in jeopardy? How could Ukraine's independence endanger Russia's existence?
The truth is the only thing that truly terrifies leaders like these.
Trump, the president of “alternative facts,” "and “fake news” praised Putin's fabricated justifications for the Ukraine invasion. Russia tightened news censorship as news of their losses came in. It's no accident that modern dictatorships like Russia (and China and North Korea) restrict citizens' access to information.
Controlling what people see, hear, and think is the simplest method. And Ukraine's recent efforts to join the European Union showed a country whose thoughts Putin couldn't control. With the Russian and Ukrainian peoples so close, he could not control their reality.
He appears to think this is a threat worth fighting NATO over.
It's easy to disown history's great dictators. By the magnitude of their harm. But the strategy they used is still in use today, albeit not to the same devastating effect.
The Kim dynasty in North Korea has ruled for 74 years, Putin has ruled Russia for 19 years (using loopholes and even rewriting the constitution).
“Politicians and diapers must be changed frequently,” said Mark Twain. "And for the same reason.”
When their egos are threatened, they sabre-rattle, as in Kim Jong-un and Donald Trump's famous spat about the size of their...ahem, “nuclear buttons”." Or Putin's threats of mutual destruction this weekend.
Most importantly, they have cult-like control over their followers.
When a leader whose power is built on lies feels he is losing control of the narrative, things like Trump's Jan. 6 meltdown and Putin's current actions in Ukraine are unavoidable.
Leaders who try to control their people's reality will have to die to keep the illusion alive.
Long version of this post available here

NonConformist
3 years ago
Before 6 AM, read these 6 quotations.
These quotes will change your perspective.
I try to reflect on these quotes daily. Reading it in the morning can affect your day, decisions, and priorities. Let's start.
1. Friedrich Nietzsche once said, "He who has a why to live for can bear almost any how."
What's your life goal?
80% of people don't know why they live or what they want to accomplish in life if you ask them randomly.
Even those with answers may not pursue their why. Without a purpose, life can be dull.
Your why can guide you through difficult times.
Create a life goal. Growing may change your goal. Having a purpose in life prevents feeling lost.
2. Seneca said, "He who fears death will never do anything fit for a man in life."
FAILURE STINKS Yes.
This quote is great if you're afraid to try because of failure. What if I'm not made for it? What will they think if I fail?
This wastes most of our lives. Many people prefer not failing over trying something with a better chance of success, according to studies.
Failure stinks in the short term, but it can transform our lives over time.
3. Two men peered through the bars of their cell windows; one saw mud, the other saw stars. — Dale Carnegie
It’s not what you look at that matters; it’s what you see.
The glass-full-or-empty meme is everywhere. It's hard to be positive when facing adversity.
This is a skill. Positive thinking can change our future.
We should stop complaining about our life and how easy success is for others.
Seductive pessimism. Realize this and start from first principles.
4. “Smart people learn from everything and everyone, average people from their experiences, and stupid people already have all the answers.” — Socrates.
Knowing we're ignorant can be helpful.
Every person and situation teaches you something. You can learn from others' experiences so you don't have to. Analyzing your and others' actions and applying what you learn can be beneficial.
Reading (especially non-fiction or biographies) is a good use of time. Walter Issacson wrote Benjamin Franklin's biography. Ben Franklin's early mistakes and successes helped me in some ways.
Knowing everything leads to disaster. Every incident offers lessons.
5. “We must all suffer one of two things: the pain of discipline or the pain of regret or disappointment.“ — James Rohn
My favorite Jim Rohn quote.
Exercise hurts. Healthy eating can be painful. But they're needed to get in shape. Avoiding pain can ruin our lives.
Always choose progress over hopelessness. Myth: overnight success Everyone who has mastered a craft knows that mastery comes from overcoming laziness.
Turn off your inner critic and start working. Try Can't Hurt Me by David Goggins.
6. “A champion is defined not by their wins, but by how they can recover when they fail.“ — Serena Williams
Have you heard of Traf-o-Data?
Gates and Allen founded Traf-O-Data. After some success, it failed. Traf-o-Data's failure led to Microsoft.
Allen said Traf-O-Data's setback was important for Microsoft's first product a few years later. Traf-O-Data was a business failure, but it helped them understand microprocessors, he wrote in 2017.
“The obstacle in the path becomes the path. Never forget, within every obstacle is an opportunity to improve our condition.” — Ryan Holiday.
Bonus Quotes
More helpful quotes:
“Those who cannot change their minds cannot change anything.” — George Bernard Shaw.
“Do something every day that you don’t want to do; this is the golden rule for acquiring the habit of doing your duty without pain.” — Mark Twain.
“Never give up on a dream just because of the time it will take to accomplish it. The time will pass anyway.” — Earl Nightingale.
“A life spent making mistakes is not only more honorable, but more useful than a life spent doing nothing.” — George Bernard Shaw.
“We don’t stop playing because we grow old; we grow old because we stop playing.” — George Bernard Shaw.
Conclusion
Words are powerful. Utilize it. Reading these inspirational quotes will help you.
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