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Nathan Reiff

Nathan Reiff

3 years ago

Howey Test and Cryptocurrencies: 'Every ICO Is a Security'

What Is the Howey Test?

To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts." 

The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.

Understanding the Howey Test

The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land. 

The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.

This established four criteria for determining an investment contract. Investing contract:

  1. An investment of money
  2. n a common enterprise
  3. With the expectation of profit
  4. To be derived from the efforts of others

In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.

Howey Test and Cryptocurrencies

Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.

The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test. 

Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."

For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.

These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."

Special Considerations

If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register. 

In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry. 

Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities. 

SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'

Howey Test FAQs

How Do You Determine If Something Is a Security?

The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.

The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.

Why Is Bitcoin Not a Security?

Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.

Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities. 

A Security Defined by the SEC

In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.

The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:

  • An investment contract's existence
  • The formation of a common enterprise
  • The issuer's profit promise
  • Third-party promotion of the offering

Read original post.

More on Web3 & Crypto

Sam Hickmann

Sam Hickmann

3 years ago

Nomad.xyz got exploited for $190M

Key Takeaways:

Another hack. This time was different. This is a doozy.

Why? Nomad got exploited for $190m. It was crypto's 5th-biggest hack. Ouch.

It wasn't hackers, but random folks. What happened:

A Nomad smart contract flaw was discovered. They couldn't drain the funds at once, so they tried numerous transactions. Rookie!

People noticed and copied the attack.

They just needed to discover a working transaction, substitute the other person's address with theirs, and run it.


Nomad.xyz got exploited for $190M

In a two-and-a-half-hour attack, $190M was siphoned from Nomad Bridge.

Nomad is a novel approach to blockchain interoperability that leverages an optimistic mechanism to increase the security of cross-chain communication.  — nomad.xyz

This hack was permissionless, therefore anyone could participate.

After the fatal blow, people fought over the scraps.

Cross-chain bridges remain a DeFi weakness and exploit target. When they collapse, it's typically total.

$190M...gobbled.

Unbacked assets are hurting Nomad-dependent chains. Moonbeam, EVMOS, and Milkomeda's TVLs dropped.

This incident is every-man-for-himself, although numerous whitehats exploited the issue... 

But what triggered the feeding frenzy?

How did so many pick the bones?

After a normal upgrade in June, the bridge's Replica contract was initialized with a severe security issue. The  0x00 address was a trusted root, therefore all messages were valid by default.

After a botched first attempt (costing $350k in gas), the original attacker's exploit tx called process() without first 'proving' its validity.

The process() function executes all cross-chain messages and checks the merkle root of all messages (line 185).

The upgrade caused transactions with a'messages' value of 0 (invalid, according to old logic) to be read by default as 0x00, a trusted root, passing validation as 'proven'

Any process() calls were valid. In reality, a more sophisticated exploiter may have designed a contract to drain the whole bridge.

Copycat attackers simply copied/pasted the same process() function call using Etherscan, substituting their address.

The incident was a wild combination of crowdhacking, whitehat activities, and MEV-bot (Maximal Extractable Value) mayhem.

For example, 🍉🍉🍉. eth stole $4M from the bridge, but claims to be whitehat.

Others stood out for the wrong reasons. Repeat criminal Rari Capital (Artibrum) exploited over $3M in stablecoins, which moved to Tornado Cash.

The top three exploiters (with 95M between them) are:

$47M: 0x56D8B635A7C88Fd1104D23d632AF40c1C3Aac4e3

$40M: 0xBF293D5138a2a1BA407B43672643434C43827179

$8M: 0xB5C55f76f90Cc528B2609109Ca14d8d84593590E

Here's a list of all the exploiters:

The project conducted a Quantstamp audit in June; QSP-19 foreshadowed a similar problem.

The auditor's comments that "We feel the Nomad team misinterpreted the issue" speak to a troubling attitude towards security that the project's "Long-Term Security" plan appears to confirm:

Concerns were raised about the team's response time to a live, public exploit; the team's official acknowledgement came three hours later.

"Removing the Replica contract as owner" stopped the exploit, but it was too late to preserve the cash.

Closed blockchain systems are only as strong as their weakest link.

The Harmony network is in turmoil after its bridge was attacked and lost $100M in late June.

What's next for Nomad's ecosystems?

Moonbeam's TVL is now $135M, EVMOS's is $3M, and Milkomeda's is $20M.

Loss of confidence may do more damage than $190M.

Cross-chain infrastructure is difficult to secure in a new, experimental sector. Bridge attacks can pollute an entire ecosystem or more.

Nomadic liquidity has no permanent home, so consumers will always migrate in pursuit of the "next big thing" and get stung when attentiveness wanes.

DeFi still has easy prey...

Sources: rekt.news & The Milk Road.

Percy Bolmér

Percy Bolmér

3 years ago

Ethereum No Longer Consumes A Medium-Sized Country's Electricity To Run

The Merge cut Ethereum's energy use by 99.5%.

Image by Percy Bolmér. Gopher by Takuya Ueda, Original Go Gopher by Renée French (CC BY 3.0)

The Crypto community celebrated on September 15, 2022. This day, Ethereum Merged. The entire blockchain successfully merged with the Beacon chain, and it was so smooth you barely noticed.

Many have waited, dreaded, and longed for this day.

Some investors feared the network would break down, while others envisioned a seamless merging.

Speculators predict a successful Merge will lead investors to Ethereum. This could boost Ethereum's popularity.

What Has Changed Since The Merge

The merging transitions Ethereum mainnet from PoW to PoS.

PoW sends a mathematical riddle to computers worldwide (miners). First miner to solve puzzle updates blockchain and is rewarded.

The puzzles sent are power-intensive to solve, so mining requires a lot of electricity. It's sent to every miner competing to solve it, requiring duplicate computation.

PoS allows investors to stake their coins to validate a new transaction. Instead of validating a whole block, you validate a transaction and get the fees.

You can validate instead of mine. A validator stakes 32 Ethereum. After staking, the validator can validate future blocks.

Once a validator validates a block, it's sent to a randomly selected group of other validators. This group verifies that a validator is not malicious and doesn't validate fake blocks.

This way, only one computer needs to solve or validate the transaction, instead of all miners. The validated block must be approved by a small group of validators, causing duplicate computation.

PoS is more secure because validating fake blocks results in slashing. You lose your bet tokens. If a validator signs a bad block or double-signs conflicting blocks, their ETH is burned.

Theoretically, Ethereum has one block every 12 seconds, so a validator forging a block risks burning 1 Ethereum for 12 seconds of transactions. This makes mistakes expensive and risky.

What Impact Does This Have On Energy Use?

Cryptocurrency is a natural calamity, sucking electricity and eating away at the earth one transaction at a time.

Many don't know the environmental impact of cryptocurrencies, yet it's tremendous.

A single Ethereum transaction used to use 200 kWh and leave a large carbon imprint. This update reduces global energy use by 0.2%.

Energy consumption PER transaction for Ethereum post-merge. Image from Digiconomist

Ethereum will submit a challenge to one validator, and that validator will forward it to randomly selected other validators who accept it.

This reduces the needed computing power.

They expect a 99.5% reduction, therefore a single transaction should cost 1 kWh.

Carbon footprint is 0.58 kgCO2, or 1,235 VISA transactions.

This is a big Ethereum blockchain update.

I love cryptocurrency and Mother Earth.

Protos

Protos

3 years ago

StableGains lost $42M in Anchor Protocol.

StableGains lost millions of dollars in customer funds in Anchor Protocol without telling its users. The Anchor Protocol offered depositors 19-20% APY before its parent ecosystem, Terra LUNA, lost tens of billions of dollars in market capitalization as LUNA fell below $0.01 and its stablecoin (UST) collapsed.

A Terra Research Forum member raised the alarm. StableGains changed its homepage and Terms and Conditions to reflect how it mitigates risk, a tacit admission that it should have done so from the start.

StableGains raised $600,000 in YCombinator's W22 batch. Moonfire, Broom Ventures, and Goodwater Capital invested $3 million more.

StableGains' 15% yield product attracted $42 million in deposits. StableGains kept most of its deposits in Anchor's UST pool earning 19-20% APY, kept one-quarter of the interest as a management fee, and then gave customers their promised 15% APY. It lost almost all customer funds when UST melted down. It changed withdrawal times, hurting customers.

  • StableGains said de-pegging was unlikely. According to its website, 1 UST can be bought and sold for $1 of LUNA. LUNA became worthless, and Terra shut down its blockchain.
  • It promised to diversify assets across several stablecoins to reduce the risk of one losing its $1 peg, but instead kept almost all of them in one basket.
  • StableGains promised withdrawals in three business days, even if a stablecoin needed time to regain its peg. StableGains uses Coinbase for deposits and withdrawals, and customers receive the exact amount of USDC requested.

StableGains scrubs its website squeaky clean

StableGains later edited its website to say it only uses the "most trusted and tested stablecoins" and extended withdrawal times from three days to indefinite time "in extreme cases."

Previously, USDC, TerraUST (UST), and Dai were used (DAI). StableGains changed UST-related website content after the meltdown. It also removed most references to DAI.

Customers noticed a new clause in the Terms and Conditions denying StableGains liability for withdrawal losses. This new clause would have required customers to agree not to sue before withdrawing funds, avoiding a class-action lawsuit.


Customers must sign a waiver to receive a refund.

Erickson Kramer & Osborne law firm has asked StableGains to preserve all internal documents on customer accounts, marketing, and TerraUSD communications. The firm has not yet filed a lawsuit.


Thousands of StableGains customers lost an estimated $42 million.

Celsius Network customers also affected

CEL used Terra LUNA's Anchor Protocol. Celsius users lost money in the crypto market crash and UST meltdown. Many held CEL and LUNA as yielding deposits.

CEO Alex Mashinsky accused "unknown malefactors" of targeting Celsius Network without evidence. Celsius has not publicly investigated this claim as of this article's publication.

CEL fell before UST de-pegged. On June 2, 2021, it reached $8.01. May 19's close: $0.82.

When some Celsius Network users threatened to leave over token losses, Mashinsky replied, "Leave if you don't think I'm sincere and working harder than you, seven days a week."

Celsius Network withdrew $500 million from Anchor Protocol, but smaller holders had trouble.

Read original article here

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Jenn Leach

Jenn Leach

3 years ago

What TikTok Paid Me in 2021 with 100,000 Followers

Photo by Catherina Schürmann on Unsplash

I thought it would be interesting to share how much TikTok paid me in 2021.

Onward!

Oh, you get paid by TikTok?

Yes.

They compensate thousands of creators. My Tik Tok account

Tik Tok

I launched my account in March 2020 and generally post about money, finance, and side hustles.

TikTok creators are paid in several ways.

  • Fund for TikTok creators

  • Sponsorships (aka brand deals)

  • Affiliate promotion

  • My own creations

Only one, the TikTok Creator Fund, pays me.

The TikTok Creator Fund: What Is It?

TikTok's initiative pays creators.

YouTube's Shorts Fund, Snapchat Spotlight, and other platforms have similar programs.

Creator Fund doesn't pay everyone. Some prerequisites are:

  • age requirement of at least 18 years

  • In the past 30 days, there must have been 100,000 views.

  • a minimum of 10,000 followers

If you qualify, you can apply using your TikTok account, and once accepted, your videos can earn money.

My earnings from the TikTok Creator Fund

Since 2020, I've made $273.65. My 2021 payment is $77.36.

Yikes!

I made between $4.91 to around $13 payout each time I got paid.

TikTok reportedly pays 3 to 5 cents per thousand views.

To live off the Creator Fund, you'd need billions of monthly views.

Top personal finance creator Sara Finance has millions (if not billions) of views and over 700,000 followers yet only received $3,000 from the TikTok Creator Fund.

Goals for 2022

TikTok pays me in different ways, as listed above.

My largest TikTok account isn't my only one.

In 2022, I'll revamp my channel.

It's been a tumultuous year on TikTok for my account, from getting shadow-banned to being banned from the Creator Fund to being accepted back (not at my wish).

What I've experienced isn't rare. I've read about other creators' experiences.

So, some quick goals for this account…

  • 200,000 fans by the year 2023

  • Consistent monthly income of $5,000

  • two brand deals each month

For now, that's all.

Jake Prins

Jake Prins

3 years ago

What are NFTs 2.0 and what issues are they meant to address?

New standards help NFTs reach their full potential.

NFTs 2.0

NFTs lack interoperability and functionality. They have great potential but are mostly speculative. To maximize NFTs, we need flexible smart contracts.

Current requirements are too restrictive.

Most NFTs are based on ERC-721, which makes exchanging them easy. CryptoKitties, a popular online game, used the 2017 standard to demonstrate NFTs' potential.

This simple standard includes a base URI and incremental IDs for tokens. Add the tokenID to the base URI to get the token's metadata.

This let creators collect NFTs. Many NFT projects store metadata on IPFS, a distributed storage network, but others use Google Drive. NFT buyers often don't realize that if the creators delete or move the files, their NFT is just a pointer.

This isn't the standard's biggest issue. There's no way to validate NFT projects.

Creators are one of the most important aspects of art, but nothing is stored on-chain.

ERC-721 contracts only have a name and symbol.

Most of the data on OpenSea's collection pages isn't from the NFT's smart contract. It was added through a platform input field, so it's in the marketplace's database. Other websites may have different NFT information.

In five years, your NFT will be just a name, symbol, and ID.

Your NFT doesn't mention its creators. Although the smart contract has a public key, it doesn't reveal who created it.

The NFT's creators and their reputation are crucial to its value. Think digital fashion and big brands working with well-known designers when more professionals use NFTs. Don't you want them in your NFT?

Would paintings be as valuable if their artists were unknown? Would you believe it's real?

Buying directly from an on-chain artist would reduce scams. Current standards don't allow this data.

Most creator profiles live on centralized marketplaces and could disappear. Current platforms have outpaced underlying standards. The industry's standards are lagging.

For NFTs to grow beyond pointers to a monkey picture file, we may need to use new Web3-based standards.

Introducing NFTs 2.0

Fabian Vogelsteller, creator of ERC-20, developed new web3 standards. He proposed LSP7 Digital Asset and LSP8 Identifiable Digital Asset, also called NFT 2.0.

NFT and token metadata inputs are extendable. Changes to on-chain metadata inputs allow NFTs to evolve. Instead of public keys, the contract can have Universal Profile addresses attached. These profiles show creators' faces and reputations. NFTs can notify asset receivers, automating smart contracts.

LSP7 and LSP8 use ERC725Y. Using a generic data key-value store gives contracts much-needed features:

  • The asset can be customized and made to stand out more by allowing for unlimited data attachment.

  • Recognizing changes to the metadata

  • using a hash reference for metadata rather than a URL reference

This base will allow more metadata customization and upgradeability. These guidelines are:

  • Genuine and Verifiable Now, the creation of an NFT by a specific Universal Profile can be confirmed by smart contracts.

  • Dynamic NFTs can update Flexible & Updatable Metadata, allowing certain things to evolve over time.

  • Protected metadata Now, secure metadata that is readable by smart contracts can be added indefinitely.

  • Better NFTS prevent the locking of NFTs by only being sent to Universal Profiles or a smart contract that can interact with them.

Summary

NFTS standards lack standardization and powering features, limiting the industry.

ERC-721 is the most popular NFT standard, but it only represents incremental tokenIDs without metadata or asset representation. No standard sender-receiver interaction or security measures ensure safe asset transfers.

NFT 2.0 refers to the new LSP7-DigitalAsset and LSP8-IdentifiableDigitalAsset standards.

They have new standards for flexible metadata, secure transfers, asset representation, and interactive transfer.

With NFTs 2.0 and Universal Profiles, creators could build on-chain reputations.

NFTs 2.0 could bring the industry's needed innovation if it wants to move beyond trading profile pictures for speculation.

Sara_Mednick

Sara_Mednick

3 years ago

Since I'm a scientist, I oppose biohacking

Understanding your own energy depletion and restoration is how to truly optimize

Photo: Towfiqu barbhuiya / Unsplash

Hack has meant many bad things for centuries. In the 1800s, a hack was a meager horse used to transport goods.

Modern usage describes a butcher or ax murderer's cleaver chop. The 1980s programming boom distinguished elegant code from "hacks". Both got you to your goal, but the latter made any programmer cringe and mutter about changing the code. From this emerged the hacker trope, the friendless anti-villain living in a murky hovel lit by the computer monitor, eating junk food and breaking into databases to highlight security system failures or steal hotdog money.

Remember the 1995 movie, Hackers, in which a bunch of super cool programmers (said no one ever) get caught up in a plot to destroy the world and only teenybopper Angelina Jolie and her punk rock gang of nerd-bots can use their lightening quick typing skills to save the world? Remember public phones?

Now, start-a-billion-dollar-business-from-your-garage types have shifted their sights from app development to DIY biology, coining the term "bio-hack". This is a required keyword and meta tag for every fitness-related podcast, book, conference, app, or device.

Bio-hacking involves bypassing your body and mind's security systems to achieve a goal. Many biohackers' initial goals were reasonable, like lowering blood pressure and weight. Encouraged by their own progress, self-determination, and seemingly exquisite control of their biology, they aimed to outsmart aging and death to live 180 to 1000 years (summarized well in this vox.com article).

With this grandiose north star, the hunt for novel supplements and genetic engineering began.

Companies selling do-it-yourself biological manipulations cite lab studies in mice as proof of their safety and success in reversing age-related diseases or promoting longevity in humans (the goal changes depending on whether a company is talking to the federal government or private donors).

The FDA is slower than science, they say. Why not alter your biochemistry by buying pills online, editing your DNA with a CRISPR kit, or using a sauna delivered to your home? How about a microchip or electrical stimulator?

What could go wrong?


I'm not the neo-police, making citizen's arrests every time someone introduces a new plumbing gadget or extrapolates from animal research on resveratrol or catechins that we should drink more red wine or eat more chocolate. As a scientist who's spent her career asking, "Can we get better?" I've come to view bio-hacking as misguided, profit-driven, and counterproductive to its followers' goals.

We're creatures of nature. Despite all the new gadgets and bio-hacks, we still use Roman plumbing technology, and the best way to stay fit, sharp, and happy is to follow a recipe passed down since the beginning of time. Bacteria, plants, and all natural beings are rhythmic, with alternating periods of high activity and dormancy, whether measured in seconds, hours, days, or seasons. Nature repeats successful patterns.

During the Upstate, every cell in your body is naturally primed and pumped full of glycogen and ATP (your cells' energy currencies), as well as cortisol, which supports your muscles, heart, metabolism, cognitive prowess, emotional regulation, and general "get 'er done" attitude. This big energy release depletes your batteries and requires the Downstate, when your subsystems recharge at the cellular level.

Downstates are when you give your heart a break from pumping nutrient-rich blood through your body; when you give your metabolism a break from inflammation, oxidative stress, and sympathetic arousal caused by eating fast food — or just eating too fast; or when you give your mind a chance to wander, think bigger thoughts, and come up with new creative solutions. When you're responding to notifications, emails, and fires, you can't relax.

Every biological plant and animal is regulated by rhythms of energy-depleting Upstate and energy-restoring Downstates.

Downstates aren't just for consistently recharging your battery. By spending time in the Downstate, your body and brain get extra energy and nutrients, allowing you to grow smarter, faster, stronger, and more self-regulated. This state supports half-marathon training, exam prep, and mediation. As we age, spending more time in the Downstate is key to mental and physical health, well-being, and longevity.

When you prioritize energy-demanding activities during Upstate periods and energy-replenishing activities during Downstate periods, all your subsystems, including cardiovascular, metabolic, muscular, cognitive, and emotional, hum along at their optimal settings. When you synchronize the Upstates and Downstates of these individual rhythms, their functioning improves. A hard workout causes autonomic stress, which triggers Downstate recovery.

This zig-zag trajectory of performance improvement illustrates that getting better at anything in life isn’t a straight shot. The close-up box shows how prioritizing Downstate recovery after an Upstate exertion (e.g., hard workout) leads to RECOVERYPLUS. Image from The Power of the Downstate by Sara C. Mednick PhD.

By choosing the right timing and type of exercise during the day, you can ensure a deeper recovery and greater readiness for the next workout by working with your natural rhythms and strengthening your autonomic and sleep Downstates.

Morning cardio workouts increase deep sleep compared to afternoon workouts. Timing and type of meals determine when your sleep hormone melatonin is released, ushering in sleep.

Rhythm isn't a hack. It's not a way to cheat the system or the boss. Nature has honed its optimization wisdom over trillions of days and nights. Stop looking for quick fixes. You're a whole system made of smaller subsystems that must work together to function well. No one pill or subsystem will make it all work. Understanding and coordinating your rhythms is free, easy, and only benefits you.

Dr. Sara C. Mednick is a cognitive neuroscientist at UC Irvine and author of The Power of the Downstate (HachetteGO)