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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

Matt Ward

Matt Ward

3 years ago

Is Web3 nonsense?

Crypto and blockchain have rebranded as web3. They probably thought it sounded better and didn't want the baggage of scam ICOs, STOs, and skirted securities laws.

It was like Facebook becoming Meta. Crypto's biggest players wanted to change public (and regulator) perception away from pump-and-dump schemes.

After the 2018 ICO gold rush, it's understandable. Every project that raised millions (or billions) never shipped a meaningful product.

Like many crazes, charlatans took the money and ran.

Despite its grifter past, web3 is THE hot topic today as more founders, venture firms, and larger institutions look to build the future decentralized internet.

Supposedly.

How often have you heard: This will change the world, fix the internet, and give people power?

Why are most of web3's biggest proponents (and beneficiaries) the same rich, powerful players who built and invested in the modern internet? It's like they want to remake and own the internet.

Something seems off about that.

Why are insiders getting preferential presale terms before the public, allowing early investors and proponents to flip dirt cheap tokens and advisors shares almost immediately after the public sale?

It's a good gig with guaranteed markups, no risk or progress.

If it sounds like insider trading, it is, at least practically. This is clear when people talk about blockchain/web3 launches and tokens.

Fast money, quick flips, and guaranteed markups/returns are common.

Incentives-wise, it's hard to blame them. Who can blame someone for following the rules to win? Is it their fault or regulators' for not leveling the playing field?

It's similar to oil companies polluting for profit, Instagram depressing you into buying a new dress, or pharma pushing an unnecessary pill.

All of that is fair game, at least until we change the playbook, because people (and corporations) change for pain or love. Who doesn't love money?

belief based on money gain

Sinclair:

“It is difficult to get a man to understand something when his salary depends upon his not understanding it.”

Bitcoin, blockchain, and web3 analogies?

Most blockchain and web3 proponents are true believers, not cynical capitalists. They believe blockchain's inherent transparency and permissionless trust allow humanity to evolve beyond our reptilian ways and build a better decentralized and democratic world.

They highlight issues with the modern internet and monopoly players like Google, Facebook, and Apple. Decentralization fixes everything

If we could give power back to the people and get governments/corporations/individuals out of the way, we'd fix everything.

Blockchain solves supply chain and child labor issues in China.

To meet Paris climate goals, reduce emissions. Create a carbon token.

Fixing online hatred and polarization Web3 Twitter and Facebook replacement.

Web3 must just be the answer for everything… your “perfect” silver bullet.

Nothing fits everyone. Blockchain has pros and cons like everything else.

Blockchain's viral, ponzi-like nature has an MLM (mid level marketing) feel. If you bought Taylor Swift's NFT, your investment is tied to her popularity.

Probably makes you promote Swift more. Play music loudly.

Here's another example:

Imagine if Jehovah’s Witnesses (or evangelical preachers…) got paid for every single person they converted to their cause.

It becomes a self-fulfilling prophecy as their faith and wealth grow.

Which breeds extremism? Ultra-Orthodox Jews are an example. maximalists

Bitcoin and blockchain are causes, religions. It's a money-making movement and ideal.

We're good at convincing ourselves of things we want to believe, hence filter bubbles.

I ignore anything that doesn't fit my worldview and seek out like-minded people, which algorithms amplify.

Then what?

Is web3 merely a new scam?

No, never!

Blockchain has many crucial uses.

Sending money home/abroad without bank fees;

Like fleeing a war-torn country and converting savings to Bitcoin;

Like preventing Twitter from silencing dissidents.

Permissionless, trustless databases could benefit society and humanity. There are, however, many limitations.

Lost password?

What if you're cheated?

What if Trump/Putin/your favorite dictator incites a coup d'état?

What-ifs abound. Decentralization's openness brings good and bad.

No gatekeepers or firefighters to rescue you.

ISIS's fundraising is also frictionless.

Community-owned apps with bad interfaces and service.

Trade-offs rule.

So what compromises does web3 make?

What are your trade-offs? Decentralization has many strengths and flaws. Like Bitcoin's wasteful proof-of-work or Ethereum's political/wealth-based proof-of-stake.

To ensure the survival and veracity of the network/blockchain and to safeguard its nodes, extreme measures have been designed/put in place to prevent hostile takeovers aimed at altering the blockchain, i.e., adding money to your own wallet (account), etc.

These protective measures require significant resources and pose challenges. Reduced speed and throughput, high gas fees (cost to submit/write a transaction to the blockchain), and delayed development times, not to mention forked blockchain chains oops, web3 projects.

Protecting dissidents or rogue regimes makes sense. You need safety, privacy, and calm.

First-world life?

What if you assumed EVERYONE you saw was out to rob/attack you? You'd never travel, trust anyone, accomplish much, or live fully. The economy would collapse.

It's like an ant colony where half the ants do nothing but wait to be attacked.

Waste of time and money.

11% of the US budget goes to the military. Imagine what we could do with the $766B+ we spend on what-ifs annually.

Is so much hypothetical security needed?

Blockchain and web3 are similar.

Does your app need permissionless decentralization? Does your scooter-sharing company really need a proof-of-stake system and 1000s of nodes to avoid Russian hackers? Why?

Worst-case scenario? It's not life or death, unless you overstate the what-ifs. Web3 proponents find improbable scenarios to justify decentralization and tokenization.

Do I need a token to prove ownership of my painting? Unless I'm a master thief, I probably bought it.

despite losing the receipt.

I do, however, love Web 3.

Enough Web3 bashing for now. Understand? Decentralization isn't perfect, but it has huge potential when applied to the right problems.

I see many of the right problems as disrupting big tech's ruthless monopolies. I wrote several years ago about how tokenized blockchains could be used to break big tech's stranglehold on platforms, marketplaces, and social media.

Tokenomics schemes can be used for good and are powerful. Here’s how.

Before the ICO boom, I made a series of predictions about blockchain/crypto's future. It's still true.

Here's where I was then and where I see web3 going:

My 11 Big & Bold Predictions for Blockchain

In the near future, people may wear crypto cash rings or bracelets.

  1. While some governments repress cryptocurrency, others will start to embrace it.

  2. Blockchain will fundamentally alter voting and governance, resulting in a more open election process.

  3. Money freedom will lead to a more geographically open world where people will be more able to leave when there is unrest.

  4. Blockchain will make record keeping significantly easier, eliminating the need for a significant portion of government workers whose sole responsibility is paperwork.

  5. Overrated are smart contracts.

6. Tokens will replace company stocks.

7. Blockchain increases real estate's liquidity, value, and volatility.

8. Healthcare may be most affected.

9. Crypto could end privacy and lead to Minority Report.

10. New companies with network effects will displace incumbents.

11. Soon, people will wear rings or bracelets with crypto cash.

Some have already happened, while others are still possible.

Time will tell if they happen.

And finally:

What will web3 be?

Who will be in charge?

Closing remarks

Hope you enjoyed this web3 dive. There's much more to say, but that's for another day.

We're writing history as we go.

Tech regulation, mergers, Bitcoin surge How will history remember us?

What about web3 and blockchain?

Is this a revolution or a tulip craze?

Remember, actions speak louder than words (share them in the comments).

Your turn.

Nitin Sharma

Nitin Sharma

2 years ago

Web3 Terminology You Should Know

The easiest online explanation.

Photo by Hammer & Tusk on Unsplash

Web3 is growing. Crypto companies are growing.

Instagram, Adidas, and Stripe adopted cryptocurrency.

Source: Polygon

Bitcoin and other cryptocurrencies made web3 famous.

Most don't know where to start. Cryptocurrency, DeFi, etc. are investments.

Since we don't understand web3, I'll help you today.

Let’s go.

1. Web3

It is the third generation of the web, and it is built on the decentralization idea which means no one can control it.

There are static webpages that we can only read on the first generation of the web (i.e. Web 1.0).

Web 2.0 websites are interactive. Twitter, Medium, and YouTube.

Each generation controlled the website owner. Simply put, the owner can block us. However, data breaches and selling user data to other companies are issues.

They can influence the audience's mind since they have control.

Assume Twitter's CEO endorses Donald Trump. Result? Twitter would have promoted Donald Trump with tweets and graphics, enhancing his chances of winning.

We need a decentralized, uncontrollable system.

And then there’s Web3.0 to consider. As Bitcoin and Ethereum values climb, so has its popularity. Web3.0 is uncontrolled web evolution. It's good and bad.

Dapps, DeFi, and DAOs are here. It'll all be explained afterwards.

2. Cryptocurrencies:

No need to elaborate.

Bitcoin, Ethereum, Cardano, and Dogecoin are cryptocurrencies. It's digital money used for payments and other uses.

Programs must interact with cryptocurrencies.

3. Blockchain:

Blockchain facilitates bitcoin transactions, investments, and earnings.

This technology governs Web3. It underpins the web3 environment.

Let us delve much deeper.

Blockchain is simple. However, the name expresses the meaning.

Blockchain is a chain of blocks.

Let's use an image if you don't understand.

The graphic above explains blockchain. Think Blockchain. The block stores related data.

Here's more.

4. Smart contracts

Programmers and developers must write programs. Smart contracts are these blockchain apps.

That’s reasonable.

Decentralized web3.0 requires immutable smart contracts or programs.

5. NFTs

Blockchain art is NFT. Non-Fungible Tokens.

Explaining Non-Fungible Token may help.

Two sorts of tokens:

  1. These tokens are fungible, meaning they can be changed. Think of Bitcoin or cash. The token won't change if you sell one Bitcoin and acquire another.

  2. Non-Fungible Token: Since these tokens cannot be exchanged, they are exclusive. For instance, music, painting, and so forth.

Right now, Companies and even individuals are currently developing worthless NFTs.

The concept of NFTs is much improved when properly handled.

6. Dapp

Decentralized apps are Dapps. Instagram, Twitter, and Medium apps in the same way that there is a lot of decentralized blockchain app.

Curve, Yearn Finance, OpenSea, Axie Infinity, etc. are dapps.

7. DAOs

DAOs are member-owned and governed.

Consider it a company with a core group of contributors.

8. DeFi

We all utilize centrally regulated financial services. We fund these banks.

If you have $10,000 in your bank account, the bank can invest it and retain the majority of the profits.

We only get a penny back. Some banks offer poor returns. To secure a loan, we must trust the bank, divulge our information, and fill out lots of paperwork.

DeFi was built for such issues.

Decentralized banks are uncontrolled. Staking, liquidity, yield farming, and more can earn you money.

Web3 beginners should start with these resources.

Scott Hickmann

Scott Hickmann

3 years ago

YouTube

This is a YouTube video:

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Jared Heyman

Jared Heyman

2 years ago

The survival and demise of Y Combinator startups

I've written a lot about Y Combinator's success, but as any startup founder or investor knows, many startups fail.

Rebel Fund invests in the top 5-10% of new Y Combinator startups each year, so we focus on identifying and supporting the most promising technology startups in our ecosystem. Given the power law dynamic and asymmetric risk/return profile of venture capital, we worry more about our successes than our failures. Since the latter still counts, this essay will focus on the proportion of YC startups that fail.

Since YC's launch in 2005, the figure below shows the percentage of active, inactive, and public/acquired YC startups by batch.

As more startups finish, the blue bars (active) decrease significantly. By 12 years, 88% of startups have closed or exited. Only 7% of startups reach resolution each year.

YC startups by status after 12 years:

Half the startups have failed, over one-third have exited, and the rest are still operating.

In venture investing, it's said that failed investments show up before successful ones. This is true for YC startups, but only in their early years.

Below, we only present resolved companies from the first chart. Some companies fail soon after establishment, but after a few years, the inactive vs. public/acquired ratio stabilizes around 55:45. After a few years, a YC firm is roughly as likely to quit as fail, which is better than I imagined.

I prepared this post because Rebel investors regularly question me about YC startup failure rates and how long it takes for them to exit or shut down.

Early-stage venture investors can overlook it because 100x investments matter more than 0x investments.

YC founders can ignore it because it shouldn't matter if many of their peers succeed or fail ;)

Matthew Royse

Matthew Royse

3 years ago

These 10 phrases are unprofessional at work.

Successful workers don't talk this way.

"I know it's unprofessional, but I can't stop." Author Sandy Hall

Do you realize your unprofessionalism? Do you care? Self-awareness?

Everyone can improve their unprofessionalism. Some workplace phrases and words shouldn't be said.

People often say out loud what they're thinking. They show insecurity, incompetence, and disrespect.

"Think before you speak," goes the saying.

Some of these phrases are "okay" in certain situations, but you'll lose colleagues' respect if you use them often.

Your word choice. Your tone. Your intentions. They matter.

Choose your words carefully to build work relationships and earn peer respect. You should build positive relationships with coworkers and clients.

These 10 phrases are unprofessional. 

1. That Meeting Really Sucked

Wow! Were you there? You should be responsible if you attended. You can influence every conversation.

Alternatives

Improve the meeting instead of complaining afterward. Make it more meaningful and productive.

2. Not Sure if You Saw My Last Email

Referencing a previous email irritates people. Email follow-up can be difficult. Most people get tons of emails a day, so it may have been buried, forgotten, or low priority.

Alternatives

It's okay to follow up, but be direct, short, and let the recipient "save face"

3. Any Phrase About Sex, Politics, and Religion

Discussing sex, politics, and religion at work is foolish. If you discuss these topics, you could face harassment lawsuits.

Alternatives

Keep quiet about these contentious issues. Don't touch them.

4. I Know What I’m Talking About

Adding this won't persuade others. Research, facts, and topic mastery are key to persuasion. If you're knowledgeable, you don't need to say this.

Alternatives

Please don’t say it at all. Justify your knowledge.

5. Per Our Conversation

This phrase sounds like legal language. You seem to be documenting something legally. Cold, stern, and distant. "As discussed" sounds inauthentic.

Alternatives

It was great talking with you earlier; here's what I said.

6. Curse-Word Phrases

Swearing at work is unprofessional. You never know who's listening, so be careful. A child may be at work or on a Zoom or Teams call. Workplace cursing is unacceptable.

Alternatives

Avoid adult-only words.

7. I Hope This Email Finds You Well

This is a unique way to wish someone well. This phrase isn't as sincere as the traditional one. When you talk about the email, you're impersonal.

Alternatives

Genuinely care for others.

8. I Am Really Stressed

Happy, strong, stress-managing coworkers are valued. Manage your own stress. Exercise, sleep, and eat better.

Alternatives

Everyone has stress, so manage it. Don't talk about your stress.

9. I Have Too Much to Do

You seem incompetent. People think you can't say "no" or have poor time management. If you use this phrase, you're telling others you may need to change careers.

Alternatives

Don't complain about your workload; just manage it.

10. Bad Closing Salutations

"Warmly," "best," "regards," and "warm wishes" are common email closings. This conclusion sounds impersonal. Why use "warmly" for finance's payment status?

Alternatives

Personalize the closing greeting to the message and recipient. Use "see you tomorrow" or "talk soon" as closings.

Bringing It All Together

These 10 phrases are unprofessional at work. That meeting sucked, not sure if you saw my last email, and sex, politics, and religion phrases.

Also, "I know what I'm talking about" and any curse words. Also, avoid phrases like I hope this email finds you well, I'm stressed, and I have too much to do.

Successful workers communicate positively and foster professionalism. Don't waste chances to build strong work relationships by being unprofessional.

“Unprofessionalism damages the business reputation and tarnishes the trust of society.” — Pearl Zhu, an American author


This post is a summary. Read full article here

Desiree Peralta

Desiree Peralta

3 years ago

Why Now Is Your Chance To Create A Millionaire Career

People don’t believe in influencers anymore; they need people like you.

Photo by Ivan Samkov

Social media influencers have dominated for years. We've seen videos, images, and articles of *famous* individuals unwrapping, reviewing, and endorsing things.

This industry generates billions. This year, marketers spent $2.23 billion on Instagram, $1 million on Youtube, and $775 million on Tiktok. This marketing has helped start certain companies.

Influencers are dying, so ordinary people like us may take over this billion-dollar sector. Why?

Why influencers are perishing

Most influencers lie to their fans, especially on Instagram. Influencers' first purpose was to make their lives so flawless that others would want to buy their stuff.

In 2015, an Australian influencer with 600,000 followers went viral for revealing all her photos and everything she did to seem great before deleting her account.

“I dramatically edited the pictures, I manipulated the environements, and made my life look perfect in social media… I remember I obsessively checked the like count for a full week since uploading it, a selfie that now has close to 2,500 likes. It got 5 likes. This was when I was so hungry for social media validation … This was the reason why I quit social media: for me, personally, it consumed me. I wasn’t living in a 3D world.”

Influencers then lost credibility.

Influencers seem to live in a bubble, separate from us. Thanks to self-popularity love's and constant awareness campaigns, people find these people ridiculous.

Influencers are praised more for showing themselves as natural and common than for showing luxuries and lies.

Influencer creating self-awareness

Little by little, they are dying, making room for a new group to take advantage of this multi-million dollar business, which gives us (ordinary people) a big opportunity to grow on any content creation platform we want.

Why this is your chance to develop on any platform for creating content

In 2021, I wroteNot everyone who talks about money is a Financial Advisor, be careful of who you take advice from,”. In it, I warned that not everyone with a large following is a reputable source of financial advice.

Other writers hated this post and said I was wrong.

People don't want Jeff Bezos or Elon Musk's counsel, they said. They prefer to hear about their neighbor's restroom problems or his closest friend's terrible business.

Real advice from regular folks.

And I found this was true when I returned to my independent YouTube channel and had more than 1000 followers after having abandoned it with fewer than 30 videos in 2021 since there were already many personal finance and travel channels and I thought mine wasn't special.

People appreciated my videos because I was a 20-something girl trying to make money online, and they believed my advice more than that of influencers with thousands of followers.

I think today is the greatest time to grow on any platform as an ordinary person. Normal individuals give honest recommendations about what works for them and look easier to make because they have the same options as us.

Nobody cares how a millionaire acquired a Lamborghini unless it's entertaining. Education works now. Real counsel from average people is replicable.

Many individuals don't appreciate how false influencers seem (unreal bodies and excessive surgery and retouching) since it makes them feel uneasy.

That's why body-positive advertisements have been so effective, but they've lost ground in places like Tiktok, where the audience wants more content from everyday people than influencers living amazing lives. More people will relate to your content if you appear genuine.

Last thoughts

Influencers are dwindling. People want more real people to give real advice and demonstrate an ordinary life.

People will enjoy anything you tell about your daily life as long as you provide value, and you can build a following rapidly if you're honest.

This is a millionaire industry that is getting more expensive and will go with what works, so stand out immediately.