Integrity
Write
Loading...
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

Sam Bourgi

Sam Bourgi

3 years ago

DAOs are legal entities in Marshall Islands.

The Pacific island state recognizes decentralized autonomous organizations.

The Republic of the Marshall Islands has recognized decentralized autonomous organizations (DAOs) as legal entities, giving collectively owned and managed blockchain projects global recognition.

The Marshall Islands' amended the Non-Profit Entities Act 2021 that now recognizes DAOs, which are blockchain-based entities governed by self-organizing communities. Incorporating Admiralty LLC, the island country's first DAO, was made possible thanks to the amendement. MIDAO Directory Services Inc., a domestic organization established to assist DAOs in the Marshall Islands, assisted in the incorporation.

The new law currently allows any DAO to register and operate in the Marshall Islands.

“This is a unique moment to lead,” said Bobby Muller, former Marshall Islands chief secretary and co-founder of MIDAO. He believes DAOs will help create “more efficient and less hierarchical” organizations.

A global hub for DAOs, the Marshall Islands hopes to become a global hub for DAO registration, domicile, use cases, and mass adoption. He added:

"This includes low-cost incorporation, a supportive government with internationally recognized courts, and a technologically open environment."

According to the World Bank, the Marshall Islands is an independent island state in the Pacific Ocean near the Equator. To create a blockchain-based cryptocurrency that would be legal tender alongside the US dollar, the island state has been actively exploring use cases for digital assets since at least 2018.

In February 2018, the Marshall Islands approved the creation of a new cryptocurrency, Sovereign (SOV). As expected, the IMF has criticized the plan, citing concerns that a digital sovereign currency would jeopardize the state's financial stability. They have also criticized El Salvador, the first country to recognize Bitcoin (BTC) as legal tender.

Marshall Islands senator David Paul said the DAO legislation does not pose the same issues as a government-backed cryptocurrency. “A sovereign digital currency is financial and raises concerns about money laundering,” . This is more about giving DAOs legal recognition to make their case to regulators, investors, and consumers.

forkast

forkast

3 years ago

Three Arrows Capital collapse sends crypto tremors

Three Arrows Capital's Google search volume rose over 5,000%.

Three Arrows Capital, a Singapore-based cryptocurrency hedge fund, filed for Chapter 15 bankruptcy last Friday to protect its U.S. assets from creditors.

  • Three Arrows filed for bankruptcy on July 1 in New York.

  • Three Arrows was ordered liquidated by a British Virgin Islands court last week after defaulting on a $670 million loan from Voyager Digital. Three days later, the Singaporean government reprimanded Three Arrows for spreading misleading information and exceeding asset limits.

  • Three Arrows' troubles began with Terra's collapse in May, after it bought US$200 million worth of Terra's LUNA tokens in February, co-founder Kyle Davies told the Wall Street Journal. Three Arrows has failed to meet multiple margin calls since then, including from BlockFi and Genesis.

  • Three Arrows Capital, founded by Kyle Davies and Su Zhu in 2012, manages $10 billion in crypto assets.

  • Bitcoin's price fell from US$20,600 to below US$19,200 after Three Arrows' bankruptcy petition. According to CoinMarketCap, BTC is now above US$20,000.

What does it mean?

Every action causes an equal and opposite reaction, per Newton's third law. Newtonian physics won't comfort Three Arrows investors, but future investors will thank them for their overconfidence.

Regulators are taking notice of crypto's meteoric rise and subsequent fall. Historically, authorities labeled the industry "high risk" to warn traditional investors against entering it. That attitude is changing. Regulators are moving quickly to regulate crypto to protect investors and prevent broader asset market busts.

The EU has reached a landmark deal that will regulate crypto asset sales and crypto markets across the 27-member bloc. The U.S. is close behind with a similar ruling, and smaller markets are also looking to improve safeguards.

For many, regulation is the only way to ensure the crypto industry survives the current winter.

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.

You might also like

Jamie Ducharme

3 years ago

How monkeypox spreads (and doesn't spread)

Monkeypox was rare until recently. In 2005, a research called a cluster of six monkeypox cases in the Republic of Congo "the longest reported chain to date."

That's changed. This year, over 25,000 monkeypox cases have been reported in 83 countries, indicating widespread human-to-human transmission.

What spreads monkeypox? Monkeypox transmission research is ongoing; findings may change. But science says...

Most cases were formerly animal-related.

According to the WHO, monkeypox was first diagnosed in an infant in the DRC in 1970. After that, instances were infrequent and often tied to animals. In 2003, 47 Americans contracted rabies from pet prairie dogs.

In 2017, Nigeria saw a significant outbreak. NPR reported that doctors diagnosed young guys without animal exposure who had genital sores. Nigerian researchers highlighted the idea of sexual transmission in a 2019 study, but the theory didn't catch on. “People tend to cling on to tradition, and the idea is that monkeypox is transmitted from animals to humans,” explains research co-author Dr. Dimie Ogoina.

Most monkeypox cases are sex-related.

Human-to-human transmission of monkeypox occurs, and sexual activity plays a role.

Joseph Osmundson, a clinical assistant professor of biology at NYU, says most transmission occurs in queer and gay sexual networks through sexual or personal contact.

Monkeypox spreads by skin-to-skin contact, especially with its blister-like rash, explains Ogoina. Researchers are exploring whether people can be asymptomatically contagious, but they are infectious until their rash heals and fresh skin forms, according to the CDC.

A July research in the New England Journal of Medicine reported that of more than 500 monkeypox cases in 16 countries as of June, 95% were linked to sexual activity and 98% were among males who have sex with men. WHO Director-General Tedros Adhanom Ghebreyesus encouraged males to temporarily restrict their number of male partners in July.

Is monkeypox a sexually transmitted infection (STI)?

Skin-to-skin contact can spread monkeypox, not simply sexual activities. Dr. Roy Gulick, infectious disease chief at Weill Cornell Medicine and NewYork-Presbyterian, said monkeypox is not a "typical" STI. Monkeypox isn't a STI, claims the CDC.

Most cases in the current outbreak are tied to male sexual behavior, but Osmundson thinks the virus might also spread on sports teams, in spas, or in college dorms.

Can you get monkeypox from surfaces?

Monkeypox can be spread by touching infected clothing or bedding. According to a study, a U.K. health care worker caught monkeypox in 2018 after handling ill patient's bedding.

Angela Rasmussen, a virologist at the University of Saskatchewan in Canada, believes "incidental" contact seldom distributes the virus. “You need enough virus exposure to get infected,” she says. It's conceivable after sharing a bed or towel with an infectious person, but less likely after touching a doorknob, she says.

Dr. Müge evik, a clinical lecturer in infectious diseases at the University of St. Andrews in Scotland, says there is a "spectrum" of risk connected with monkeypox. "Every exposure isn't equal," she explains. "People must know where to be cautious. Reducing [sexual] partners may be more useful than cleaning coffee shop seats.

Is monkeypox airborne?

Exposure to an infectious person's respiratory fluids can cause monkeypox, but the WHO says it needs close, continuous face-to-face contact. CDC researchers are still examining how often this happens.

Under precise laboratory conditions, scientists have shown that monkeypox can spread via aerosols, or tiny airborne particles. But there's no clear evidence that this is happening in the real world, Rasmussen adds. “This is expanding predominantly in communities of males who have sex with men, which suggests skin-to-skin contact,” she explains. If airborne transmission were frequent, she argues, we'd find more occurrences in other demographics.

In the shadow of COVID-19, people are worried about aerosolized monkeypox. Rasmussen believes the epidemiology is different. Different viruses.

Can kids get monkeypox?

More than 80 youngsters have contracted the virus thus far, mainly through household transmission. CDC says pregnant women can spread the illness to their fetus.

Among the 1970s, monkeypox predominantly affected children, but by the 2010s, it was more common in adults, according to a February study. The study's authors say routine smallpox immunization (which protects against monkeypox) halted when smallpox was eradicated. Only toddlers were born after smallpox vaccination halted decades ago. More people are vulnerable now.

Schools and daycares could become monkeypox hotspots, according to pediatric instances. Ogoina adds this hasn't happened in Nigeria's outbreaks, which is encouraging. He says, "I'm not sure if we should worry." We must be careful and seek evidence.

Tim Denning

Tim Denning

3 years ago

I Posted Six Times a Day for 210 Days on Twitter. Here's What Happened.

I'd spend hours composing articles only to find out they were useless. Twitter solved the problem.

Photo by Humphrey Muleba on Unsplash

Twitter is wrinkled, say critics.

Nope. Writing is different. It won't make sense until you write there.

Twitter is resurgent. People are reading again. 15-second TikToks overloaded our senses.

After nuking my 20,000-follower Twitter account and starting again, I wrote every day for 210 days.

I'll explain.

I came across the strange world of microblogging.

Traditional web writing is filler-heavy.

On Twitter, you must be brief. I played Wordle.

Twitter Threads are the most popular writing format. Like a blog post. It reminds me of the famous broetry posts on LinkedIn a few years ago.

Image Credit: Josh Fetcher via LinkedIn

Threads combine tweets into an article.

  • Sharp, concise sentences

  • No regard for grammar

  • As important as the information is how the text looks.

Twitter Threads are like Michael Angelo's David monument. He chipped away at an enormous piece of marble until a man with a big willy appeared.

That's Twitter Threads.

I tried to remove unnecessary layers from several of my Wordpress blog posts. Then I realized something.

Tweeting from scratch is easier and more entertaining. It's quicker and makes you think more concisely.

Superpower: saying much with little words. My long-form writing has improved. My article sentences resemble tweets.

You never know what will happen.

Twitter's subcultures are odd. Best-performing tweets are strange.

Unusual trend: working alone and without telling anyone. It's a rebellion against Instagram influencers who share their every moment.

Early on, random thoughts worked:

My friend’s wife is Ukrainian. Her family are trapped in the warzone. He is devastated. And here I was complaining about my broken garage door. War puts everything in perspective. Today is a day to be grateful for peace.

Documenting what's happening triggers writing. It's not about viral tweets. Helping others matters.

There are numerous anonymous users.

Twitter uses pseudonyms.

You don't matter. On sites like LinkedIn, you must use your real name. Welcome to the Cyberpunk metaverse of Twitter :)

One daily piece of writing is a powerful habit.

Habits build creator careers. Read that again.

Twitter is an easy habit to pick up. If you can't tweet in one sentence, something's wrong. Easy-peasy-japanese.

Not what I tweeted, but my constancy, made the difference.

Daily writing is challenging, especially if your supervisor is on your back. Twitter encourages writing.

Tweets evolved as the foundation of all other material.

During my experiment, I enjoyed Twitter's speed.

Tweets get immediate responses, comments, and feedback. My popular tweets become newspaper headlines. I've also written essays from tweet discussions.

Sometimes the tweet and article were clear. Twitter sometimes helped me overcome writer's block.

I used to spend hours composing big things that had little real-world use.

Twitter helped me. No guessing. Data guides my coverage and validates concepts.

Test ideas on Twitter.

It took some time for my email list to grow.

Subscribers are a writer's lifeblood.

Without them, you're broke and homeless when Mark Zuckerberg tweaks the algorithms for ad dollars. Twitter has three ways to obtain email subscribers:

1. Add a link to your bio.

Twitter allows bio links (LinkedIn now does too). My eBook's landing page is linked. I collect emails there.

2. Start an online newsletter.

Twitter bought newsletter app Revue. They promote what they own.

I just established up a Revue email newsletter. I imported them weekly into my ConvertKit email list.

3. Create Twitter threads and include a link to your email list in the final tweet.

Write Twitter Threads and link the last tweet to your email list (example below).

Initial email subscribers were modest.

Numbers are growing. Twitter provides 25% of my new email subscribers. Some days, 50 people join.

Without them, my writing career is over. I'd be back at a 9-5 job begging for time off to spend with my newborn daughter. Nope.

Collect email addresses or die trying.

As insurance against unsubscribes and Zucks, use a second email list or Discord community.

What I still need to do

Twitter's fun. I'm wiser. I need to enable auto-replies and auto-DMs (direct messages).

This adds another way to attract subscribers. I schedule tweets with Tweet Hunter.

It’s best to go slow. People assume you're an internet marketer if you spam them with click requests.

A human internet marketer is preferable to a robot. My opinion.

210 days on Twitter taught me that. I plan to use the platform until I'm a grandfather unless Elon ruins it.

Tom Connor

Tom Connor

3 years ago

12 mental models that I use frequently

https://tomconnor.me/wp-content/uploads/2021/08/10x-Engineer-Mental-Models.pdf

https://tomconnor.me/wp-content/uploads/2021/08/10x-Engineer-Mental-Models.pdf

I keep returning to the same mental models and tricks after writing and reading about a wide range of topics.

Top 12 mental models

12.

Survival bias - We perceive the surviving population as remarkable, yet they may have gotten there through sheer grit.

Survivorship bias affects us in many situations. Our retirement fund; the unicorn business; the winning team. We often study and imitate the last one standing. This can lead to genuine insights and performance improvements, but it can also lead us astray because the leader may just be lucky.

Bullet hole density of returning planes — A strike anywhere else was fatal…

11.

The Helsinki Bus Theory - How to persevere Buss up!

Always display new work, and always be compared to others. Why? Easy. Keep riding. Stay on the fucking bus.

10.

Until it sticks… Turning up every day… — Artists teach engineers plenty. Quality work over a career comes from showing up every day and starting.

Austin Kleon

9.

WRAP decision making process (Heath Brothers)

Decision-making WRAP Model:

W — Widen your Options

R — Reality test your assumptions

A — Attain Distance

P — Prepare to be wrong or Right

8.

Systems for knowledge worker excellence - Todd Henry and Cal Newport write about techniques knowledge workers can employ to build a creative rhythm and do better work.

Todd Henry's FRESH framework:

  1. Focus: Keep the start in mind as you wrap up.

  2. Relationships: close a loop that's open.

  3. Pruning is an energy.

  4. Set aside time to be inspired by stimuli.

  5. Hours: Spend time thinking.

7.

Black Box Thinking…..

BBT is learning from mistakes. Science has transformed the world because it constantly updates its theories in light of failures. Complexity guarantees failure. Do we learn or self-justify?

6.

The OODA Loop - Competitive advantage

OODA LOOP

O: Observe: collect the data. Figure out exactly where you are, what’s happening.

O: Orient: analyze/synthesize the data to form an accurate picture.

D: Decide: select an action from possible options

A: Action: execute the action, and return to step (1)

Boyd's approach indicates that speed and agility are about information processing, not physical reactions. They form feedback loops. More OODA loops improve speed.

5.

Know your Domain 

Leaders who try to impose order in a complex situation fail; those who set the stage, step back, and allow patterns to develop win.

https://vimeo.com/640941172?embedded=true&source=vimeo_logo&owner=11999906

4.

The Three Critical Gaps

  • Information Gap - The discrepancy between what we know and what we would like to know

  • Gap in Alignment - What individuals actually do as opposed to what we wish them to do

  • Effects Gap - the discrepancy between our expectations and the results of our actions

Adapted from Stephen Bungay

3.

Theory of Constraints — The Goal  - To maximize system production, maximize bottleneck throughput.

  • Goldratt creates a five-step procedure:

  1. Determine the restriction

  2. Improve the restriction.

  3. Everything else should be based on the limitation.

  4. Increase the restriction

  5. Go back to step 1 Avoid letting inertia become a limitation.

Any non-constraint improvement is an illusion.

2.

Serendipity and the Adjacent Possible - Why do several amazing ideas emerge at once? How can you foster serendipity in your work?

You need specialized abilities to reach to the edge of possibilities, where you can pursue exciting tasks that will change the world. Few people do it since it takes a lot of hard work. You'll stand out if you do.

Most people simply lack the comfort with discomfort required to tackle really hard things. At some point, in other words, there’s no way getting around the necessity to clear your calendar, shut down your phone, and spend several hard days trying to make sense of the damn proof.

1.

Boundaries of failure - Rasmussen's accident model.

Rasmussen’s System Model

Rasmussen modeled this. It has economic, workload, and performance boundaries.

The economic boundary is a company's profit zone. If the lights are on, you're within the economic boundaries, but there's pressure to cut costs and do more.

Performance limit reflects system capacity. Taking shortcuts is a human desire to minimize work. This is often necessary to survive because there's always more labor.

Both push operating points toward acceptable performance. Personal or process safety, or equipment performance.

If you exceed acceptable performance, you'll push back, typically forcefully.