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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.

Rishi Dean

Rishi Dean

3 years ago

Coinbase's web3 app

Use popular Ethereum dapps with Coinbase’s new dapp wallet and browser

Tl;dr: This post highlights the ability to access web3 directly from your Coinbase app using our new dapp wallet and browser.

Decentralized autonomous organizations (DAOs) and decentralized finance (DeFi) have gained popularity in the last year (DAOs). The total value locked (TVL) of DeFi investments on the Ethereum blockchain has grown to over $110B USD, while NFTs sales have grown to over $30B USD in the last 12 months (LTM). New innovative real-world applications are emerging every day.

Today, a small group of Coinbase app users can access Ethereum-based dapps. Buying NFTs on Coinbase NFT and OpenSea, trading on Uniswap and Sushiswap, and borrowing and lending on Curve and Compound are examples.

Our new dapp wallet and dapp browser enable you to access and explore web3 directly from your Coinbase app.

Web3 in the Coinbase app

Users can now access dapps without a recovery phrase. This innovative dapp wallet experience uses Multi-Party Computation (MPC) technology to secure your on-chain wallet. This wallet's design allows you and Coinbase to share the 'key.' If you lose access to your device, the key to your dapp wallet is still safe and Coinbase can help recover it.

Set up your new dapp wallet by clicking the "Browser" tab in the Android app's navigation bar. Once set up, the Coinbase app's new dapp browser lets you search, discover, and use Ethereum-based dapps.

Looking forward

We want to enable everyone to seamlessly and safely participate in web3, and today’s launch is another step on that journey. We're rolling out the new dapp wallet and browser in the US on Android first to a small subset of users and plan to expand soon. Stay tuned!

William Brucee

William Brucee

3 years ago

This person is probably Satoshi Nakamoto.

illustration by Cryptotactic.io

Who founded bitcoin is the biggest mystery in technology today, not how it works.

On October 31, 2008, Satoshi Nakamoto posted a whitepaper to a cryptography email list. Still confused by the mastermind who changed monetary history.

Journalists and bloggers have tried in vain to uncover bitcoin's creator. Some candidates self-nominated. We're still looking for the mystery's perpetrator because none of them have provided proof.

One person. I'm confident he invented bitcoin. Let's assess Satoshi Nakamoto before I reveal my pick. Or what he wants us to know.

Satoshi's P2P Foundation biography says he was born in 1975. He doesn't sound or look Japanese. First, he wrote the whitepaper and subsequent articles in flawless English. His sleeping habits are unusual for a Japanese person.

Stefan Thomas, a Bitcoin Forum member, displayed Satoshi's posting timestamps. Satoshi Nakamoto didn't publish between 2 and 8 p.m., Japanese time. Satoshi's identity may not be real.

Why would he disguise himself?

There is a legitimate explanation for this

Phil Zimmermann created PGP to give dissidents an open channel of communication, like Pretty Good Privacy. US government seized this technology after realizing its potential. Police investigate PGP and Zimmermann.

This technology let only two people speak privately. Bitcoin technology makes it possible to send money for free without a bank or other intermediary, removing it from government control.

How much do we know about the person who invented bitcoin?

Here's what we know about Satoshi Nakamoto now that I've covered my doubts about his personality.

Satoshi Nakamoto first appeared with a whitepaper on metzdowd.com. On Halloween 2008, he presented a nine-page paper on a new peer-to-peer electronic monetary system.

Using the nickname satoshi, he created the bitcointalk forum. He kept developing bitcoin and created bitcoin.org. Satoshi mined the genesis block on January 3, 2009.

Satoshi Nakamoto worked with programmers in 2010 to change bitcoin's protocol. He engaged with the bitcoin community. Then he gave Gavin Andresen the keys and codes and transferred community domains. By 2010, he'd abandoned the project.

The bitcoin creator posted his goodbye on April 23, 2011. Mike Hearn asked Satoshi if he planned to rejoin the group.

“I’ve moved on to other things. It’s in good hands with Gavin and everyone.”

Nakamoto Satoshi

The man who broke the banking system vanished. Why?

illustration by Cryptotactic.io

Satoshi's wallets held 1,000,000 BTC. In December 2017, when the price peaked, he had over US$19 billion. Nakamoto had the 44th-highest net worth then. He's never cashed a bitcoin.

This data suggests something happened to bitcoin's creator. I think Hal Finney is Satoshi Nakamoto .

Hal Finney had ALS and died in 2014. I suppose he created the future of money, then he died, leaving us with only rumors about his identity.

Hal Finney, who was he?

Hal Finney graduated from Caltech in 1979. Student peers voted him the smartest. He took a doctoral-level gravitational field theory course as a freshman. Finney's intelligence meets the first requirement for becoming Satoshi Nakamoto.

Students remember Finney holding an Ayn Rand book. If he'd read this, he may have developed libertarian views.

His beliefs led him to a small group of freethinking programmers. In the 1990s, he joined Cypherpunks. This action promoted the use of strong cryptography and privacy-enhancing technologies for social and political change. Finney helped them achieve a crypto-anarchist perspective as self-proclaimed privacy defenders.

Zimmermann knew Finney well.

Hal replied to a Cypherpunk message about Phil Zimmermann and PGP. He contacted Phil and became PGP Corporation's first member, retiring in 2011. Satoshi Nakamoto quit bitcoin in 2011.

Finney improved the new PGP protocol, but he had to do so secretly. He knew about Phil's PGP issues. I understand why he wanted to hide his identity while creating bitcoin.

Why did he pretend to be from Japan?

His envisioned persona was spot-on. He resided near scientist Dorian Prentice Satoshi Nakamoto. Finney could've assumed Nakamoto's identity to hide his. Temple City has 36,000 people, so what are the chances they both lived there? A cryptographic genius with the same name as Bitcoin's creator: coincidence?

Things went differently, I think.

I think Hal Finney sent himself Satoshis messages. I know it's odd. If you want to conceal your involvement, do as follows. He faked messages and transferred the first bitcoins to himself to test the transaction mechanism, so he never returned their money.

Hal Finney created the first reusable proof-of-work system. The bitcoin protocol. In the 1990s, Finney was intrigued by digital money. He invented CRypto cASH in 1993.

Legacy

Hal Finney's contributions should not be forgotten. Even if I'm wrong and he's not Satoshi Nakamoto, we shouldn't forget his bitcoin contribution. He helped us achieve a better future.

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Katrine Tjoelsen

Katrine Tjoelsen

3 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.

DANIEL CLERY

DANIEL CLERY

3 years ago

Can space-based solar power solve Earth's energy problems?

Better technology and lower launch costs revive science-fiction tech.

Airbus engineers showed off sustainable energy's future in Munich last month. They captured sunlight with solar panels, turned it into microwaves, and beamed it into an airplane hangar, where it lighted a city model. The test delivered 2 kW across 36 meters, but it posed a serious question: Should we send enormous satellites to capture solar energy in space? In orbit, free of clouds and nighttime, they could create power 24/7 and send it to Earth.

Airbus engineer Jean-Dominique Coste calls it an engineering problem. “But it’s never been done at [large] scale.”

Proponents of space solar power say the demand for green energy, cheaper space access, and improved technology might change that. Once someone invests commercially, it will grow. Former NASA researcher John Mankins says it might be a trillion-dollar industry.

Myriad uncertainties remain, including whether beaming gigawatts of power to Earth can be done efficiently and without burning birds or people. Concept papers are being replaced with ground and space testing. The European Space Agency (ESA), which supported the Munich demo, will propose ground tests to member nations next month. The U.K. government offered £6 million to evaluate innovations this year. Chinese, Japanese, South Korean, and U.S. agencies are working. NASA policy analyst Nikolai Joseph, author of an upcoming assessment, thinks the conversation's tone has altered. What formerly appeared unattainable may now be a matter of "bringing it all together"

NASA studied space solar power during the mid-1970s fuel crunch. A projected space demonstration trip using 1970s technology would have cost $1 trillion. According to Mankins, the idea is taboo in the agency.

Space and solar power technology have evolved. Photovoltaic (PV) solar cell efficiency has increased 25% over the past decade, Jones claims. Telecoms use microwave transmitters and receivers. Robots designed to repair and refuel spacecraft might create solar panels.

Falling launch costs have boosted the idea. A solar power satellite large enough to replace a nuclear or coal plant would require hundreds of launches. ESA scientist Sanjay Vijendran: "It would require a massive construction complex in orbit."

SpaceX has made the idea more plausible. A SpaceX Falcon 9 rocket costs $2600 per kilogram, less than 5% of what the Space Shuttle did, and the company promised $10 per kilogram for its giant Starship, slated to launch this year. Jones: "It changes the equation." "Economics rules"

Mass production reduces space hardware costs. Satellites are one-offs made with pricey space-rated parts. Mars rover Perseverance cost $2 million per kilogram. SpaceX's Starlink satellites cost less than $1000 per kilogram. This strategy may work for massive space buildings consisting of many identical low-cost components, Mankins has long contended. Low-cost launches and "hypermodularity" make space solar power economical, he claims.

Better engineering can improve economics. Coste says Airbus's Munich trial was 5% efficient, comparing solar input to electricity production. When the Sun shines, ground-based solar arrays perform better. Studies show space solar might compete with existing energy sources on price if it reaches 20% efficiency.

Lighter parts reduce costs. "Sandwich panels" with PV cells on one side, electronics in the middle, and a microwave transmitter on the other could help. Thousands of them build a solar satellite without heavy wiring to move power. In 2020, a team from the U.S. Naval Research Laboratory (NRL) flew on the Air Force's X-37B space plane.

NRL project head Paul Jaffe said the satellite is still providing data. The panel converts solar power into microwaves at 8% efficiency, but not to Earth. The Air Force expects to test a beaming sandwich panel next year. MIT will launch its prototype panel with SpaceX in December.

As a satellite orbits, the PV side of sandwich panels sometimes faces away from the Sun since the microwave side must always face Earth. To maintain 24-hour power, a satellite needs mirrors to keep that side illuminated and focus light on the PV. In a 2012 NASA study by Mankins, a bowl-shaped device with thousands of thin-film mirrors focuses light onto the PV array.

International Electric Company's Ian Cash has a new strategy. His proposed satellite uses enormous, fixed mirrors to redirect light onto a PV and microwave array while the structure spins (see graphic, above). 1 billion minuscule perpendicular antennas act as a "phased array" to electronically guide the beam toward Earth, regardless of the satellite's orientation. This design, argues Cash, is "the most competitive economically"

If a space-based power plant ever flies, its power must be delivered securely and efficiently. Jaffe's team at NRL just beamed 1.6 kW over 1 km, and teams in Japan, China, and South Korea have comparable attempts. Transmitters and receivers lose half their input power. Vijendran says space solar beaming needs 75% efficiency, "preferably 90%."

Beaming gigawatts through the atmosphere demands testing. Most designs aim to produce a beam kilometers wide so every ship, plane, human, or bird that strays into it only receives a tiny—hopefully harmless—portion of the 2-gigawatt transmission. Receiving antennas are cheap to build but require a lot of land, adds Jones. You could grow crops under them or place them offshore.

Europe's public agencies currently prioritize space solar power. Jones: "There's a devotion you don't see in the U.S." ESA commissioned two solar cost/benefit studies last year. Vijendran claims it might match ground-based renewables' cost. Even at a higher price, equivalent to nuclear, its 24/7 availability would make it competitive.

ESA will urge member states in November to fund a technical assessment. If the news is good, the agency will plan for 2025. With €15 billion to €20 billion, ESA may launch a megawatt-scale demonstration facility by 2030 and a gigawatt-scale facility by 2040. "Moonshot"

Cory Doctorow

Cory Doctorow

3 years ago

The downfall of the Big Four accounting companies is just one (more) controversy away.

Economic mutual destruction.

Multibillion-dollar corporations never bothered with an independent audit, and they all lied about their balance sheets.

It's easy to forget that the Big Four accounting firms are lousy fraud enablers. Just because they sign off on your books doesn't mean you're not a hoax waiting to erupt.

This is *crazy* Capitalism depends on independent auditors. Rich folks need to know their financial advisers aren't lying. Rich folks usually succeed.

No accounting. EY, KPMG, PWC, and Deloitte make more money consulting firms than signing off on their accounts.

The Big Four sign off on phony books because failing to make friends with unscrupulous corporations may cost them consulting contracts.

The Big Four are the only firms big enough to oversee bankruptcy when they sign off on fraudulent books, as they did for Carillion in 2018. All four profited from Carillion's bankruptcy.

The Big Four are corrupt without any consequences for misconduct. Who can forget when KPMG's top management was fined millions for helping auditors cheat on ethics exams?

Consulting and auditing conflict. Consultants help a firm cover its evil activities, such as tax fraud or wage theft, whereas auditors add clarity to a company's finances. The Big Four make more money from cooking books than from uncooking them, thus they are constantly embroiled in scandals.

If a major scandal breaks, it may bring down the entire sector and substantial parts of the economy. Jim Peterson explains system risk for The Dig.

The Big Four are voluntary private partnerships where accountants invest their time, reputations, and money. If a controversy threatens the business, partners who depart may avoid scandal and financial disaster.

When disaster looms, each partner should bolt for the door, even if a disciplined stay-and-hold posture could weather the storm. This happened to Arthur Andersen during Enron's collapse, and a 2006 EU report recognized the risk to other corporations.

Each partner at a huge firm knows how much dirty laundry they've buried in the company's garden, and they have well-founded suspicions about what other partners have buried, too. When someone digs, everyone runs.

If a firm confronts substantial litigation damages or enforcement penalties, it could trigger the collapse of one of the Big Four. That would be bad news for the firm's clients, who would have trouble finding another big auditor.

Most of the world's auditing capacity is concentrated in four enormous, brittle, opaque, compromised organizations. If one of them goes bankrupt, the other three won't be able to take on its clients.

Peterson: Another collapse would strand many of the world's large public businesses, leaving them unable to obtain audit views for their securities listings and regulatory compliance.

Count Down: The Past, Present, and Uncertain Future of the Big Four Accounting Firms is in its second edition.

https://www.emerald.com/insight/publication/doi/10.1108/9781787147003