Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
Read original post.
More on Web3 & Crypto

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.

CyberPunkMetalHead
2 years ago
I talked to ChatGPT about the adoption of cryptocurrencies.
OpenAI's ChatGPT is an amazing AI-powered chatbot. It can write poetry, fiction, and marketing ideas. I was impressed how well ChatGPT followed the interview, albeit there were a few classics “I’m afraid I can’t do that”.
Full interview below.
Me: I'm your interviewer. We'll discuss crypto. Thanks for being interviewed. What do you think about cryptocurrency?
CGPT: Cryptocurrency is an innovative technology that could transform money and financial activities. It might boost the efficiency and security of financial institutions and let consumers deal directly without banks. Cryptocurrency is still a new and untested technology with many unknowns and hurdles before it can be broadly accepted.
Me: Over 22,000 cryptocurrencies exist, and many have little use. We need how much cryptocurrencies?
CGPT: The appropriate quantity will rely on a multitude of factors, including each cryptocurrency's use cases, adoption rate, and market rivalry. Only a few cryptocurrencies will likely receive widespread adoption and be successful. Many existing cryptocurrencies may not survive since they can't deliver new or valued solutions or compete with more established cryptocurrencies.
Me: Will cryptocurrencies grow? What's next for worldwide adoption?
CGPT: It's hard to forecast the future of cryptocurrencies because the acceptance of new technologies is unpredictable. I believe cryptocurrencies will expand and acquire popularity in the future years. Regulatory ambiguity, security concerns, and scalability issues must be overcome for this to happen. Cryptocurrency companies and organizations must engage together with governments and authorities to address these obstacles and establish a growth-friendly climate. Continued innovation and improvement of the technology, including public education and awareness, will drive acceptance.
Me: Do bear markets affect bitcoin adoption?
CGPT: On the one hand, a bear market might induce uncertainty and hesitation among potential consumers. Bear markets can present opportunities for long-term investors who can acquire cryptocurrencies at cheaper prices and are more likely to hang onto their assets. A bear market can also test the tenacity and power of the underlying technology and community, which can boost long-term confidence and adoption. A bear market might have profound and nuanced effects on bitcoin adoption.
Me: What are some likely outcomes if Bitcoin reaches $100,000 by next year?
CGPT: If Bitcoin saw rapid growth, it would undoubtedly have repercussions for the cryptocurrency market and economy. Possible scenarios include increased public interest and awareness of cryptocurrency, a surge in demand for Bitcoin and other cryptocurrencies, and a growth in the cryptocurrency industry's market value. By shifting their focus and cash to the cryptocurrency market, investors and traders may also affect other asset classes, such as traditional equities and commodities. Governments and financial organizations may focus more on the cryptocurrency sector as they try to grasp Bitcoin's rapid rise.
Me: Will other countries accept crypto as currency?
CGPT: It's hard to say if additional governments will adopt cryptocurrencies as legal tender. Some countries have recognized the promise of bitcoin and are exploring its use, while others are cautious. Adoption of bitcoin as legal cash may vary by country, based on financial infrastructure, rules, and political atmosphere. As cryptocurrency technology evolves and becomes more accepted, more governments may embrace it as legal tender.
Me: Final question: will the recent cryptocurrency hacks affect long term adoption?
CGPT: Hacks might tarnish cryptocurrency's reputation and public faith in its security, the technology underpinning it is continually improving. Many cryptocurrency projects have developed strong security mechanisms to prevent hacks and other dangers, and these safeguards will undoubtedly improve over time. The decentralized nature of cryptocurrency makes it more resistant to attacks. Hacks and other security breaches are a concern, but they may not affect cryptocurrency adoption.

Juxtathinka
3 years ago
Why Is Blockchain So Popular?
What is Bitcoin?
The blockchain is a shared, immutable ledger that helps businesses record transactions and track assets. The blockchain can track tangible assets like cars, houses, and land. Tangible assets like intellectual property can also be tracked on the blockchain.
Imagine a blockchain as a distributed database split among computer nodes. A blockchain stores data in blocks. When a block is full, it is closed and linked to the next. As a result, all subsequent information is compiled into a new block that will be added to the chain once it is filled.
The blockchain is designed so that adding a transaction requires consensus. That means a majority of network nodes must approve a transaction. No single authority can control transactions on the blockchain. The network nodes use cryptographic keys and passwords to validate each other's transactions.
Blockchain History
The blockchain was not as popular in 1991 when Stuart Haber and W. Scott Stornetta worked on it. The blocks were designed to prevent tampering with document timestamps. Stuart Haber and W. Scott Stornetta improved their work in 1992 by using Merkle trees to increase efficiency and collect more documents on a single block.
In 2004, he developed Reusable Proof of Work. This system allows users to verify token transfers in real time. Satoshi Nakamoto invented distributed blockchains in 2008. He improved the blockchain design so that new blocks could be added to the chain without being signed by trusted parties.
Satoshi Nakomoto mined the first Bitcoin block in 2009, earning 50 Bitcoins. Then, in 2013, Vitalik Buterin stated that Bitcoin needed a scripting language for building decentralized applications. He then created Ethereum, a new blockchain-based platform for decentralized apps. Since the Ethereum launch in 2015, different blockchain platforms have been launched: from Hyperledger by Linux Foundation, EOS.IO by block.one, IOTA, NEO and Monero dash blockchain. The block chain industry is still growing, and so are the businesses built on them.
Blockchain Components
The Blockchain is made up of many parts:
1. Node: The node is split into two parts: full and partial. The full node has the authority to validate, accept, or reject any transaction. Partial nodes or lightweight nodes only keep the transaction's hash value. It doesn't keep a full copy of the blockchain, so it has limited storage and processing power.
2. Ledger: A public database of information. A ledger can be public, decentralized, or distributed. Anyone on the blockchain can access the public ledger and add data to it. It allows each node to participate in every transaction. The distributed ledger copies the database to all nodes. A group of nodes can verify transactions or add data blocks to the blockchain.
3. Wallet: A blockchain wallet allows users to send, receive, store, and exchange digital assets, as well as monitor and manage their value. Wallets come in two flavors: hardware and software. Online or offline wallets exist. Online or hot wallets are used when online. Without an internet connection, offline wallets like paper and hardware wallets can store private keys and sign transactions. Wallets generally secure transactions with a private key and wallet address.
4. Nonce: A nonce is a short term for a "number used once''. It describes a unique random number. Nonces are frequently generated to modify cryptographic results. A nonce is a number that changes over time and is used to prevent value reuse. To prevent document reproduction, it can be a timestamp. A cryptographic hash function can also use it to vary input. Nonces can be used for authentication, hashing, or even electronic signatures.
5. Hash: A hash is a mathematical function that converts inputs of arbitrary length to outputs of fixed length. That is, regardless of file size, the hash will remain unique. A hash cannot generate input from hashed output, but it can identify a file. Hashes can be used to verify message integrity and authenticate data. Cryptographic hash functions add security to standard hash functions, making it difficult to decipher message contents or track senders.
Blockchain: Pros and Cons
The blockchain provides a trustworthy, secure, and trackable platform for business transactions quickly and affordably. The blockchain reduces paperwork, documentation errors, and the need for third parties to verify transactions.
Blockchain security relies on a system of unaltered transaction records with end-to-end encryption, reducing fraud and unauthorized activity. The blockchain also helps verify the authenticity of items like farm food, medicines, and even employee certification. The ability to control data gives users a level of privacy that no other platform can match.
In the case of Bitcoin, the blockchain can only handle seven transactions per second. Unlike Hyperledger and Visa, which can handle ten thousand transactions per second. Also, each participant node must verify and approve transactions, slowing down exchanges and limiting scalability.
The blockchain requires a lot of energy to run. In addition, the blockchain is not a hugely distributable system and it is destructible. The security of the block chain can be compromised by hackers; it is not completely foolproof. Also, since blockchain entries are immutable, data cannot be removed. The blockchain's high energy consumption and limited scalability reduce its efficiency.
Why Is Blockchain So Popular?
The blockchain is a technology giant. In 2018, 90% of US and European banks began exploring blockchain's potential. In 2021, 24% of companies are expected to invest $5 million to $10 million in blockchain. By the end of 2024, it is expected that corporations will spend $20 billion annually on blockchain technical services.
Blockchain is used in cryptocurrency, medical records storage, identity verification, election voting, security, agriculture, business, and many other fields. The blockchain offers a more secure, decentralized, and less corrupt system of making global payments, which cryptocurrency enthusiasts love. Users who want to save time and energy prefer it because it is faster and less bureaucratic than banking and healthcare systems.
Most organizations have jumped on the blockchain bandwagon, and for good reason: the blockchain industry has never had more potential. The launch of IBM's Blockchain Wire, Paystack, Aza Finance and Bloom are visible proof of the wonders that the blockchain has done. The blockchain's cryptocurrency segment may not be as popular in the future as the blockchain's other segments, as evidenced by the various industries where it is used. The blockchain is here to stay, and it will be discussed for a long time, not just in tech, but in many industries.
Read original post here
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Alexander Nguyen
3 years ago
How can you bargain for $300,000 at Google?
Don’t give a number
Google pays its software engineers generously. While many of their employees are competent, they disregard a critical skill to maximize their pay.
Negotiation.
If Google employees have never negotiated, they're as helpless as anyone else.
In this piece, I'll reveal a compensation negotiation tip that will set you apart.
The Fallacy of Negotiating
How do you negotiate your salary? “Just give them a number twice the amount you really want”. - Someplace on the internet
Above is typical negotiation advice. If you ask for more than you want, the recruiter may meet you halfway.
It seems logical and great, but here's why you shouldn't follow that advice.
Haitian hostage rescue
In 1977, an official's aunt was kidnapped in Haiti. The kidnappers demanded $150,000 for the aunt's life. It seems reasonable until you realize why kidnappers want $150,000.
FBI detective and negotiator Chris Voss researched why they demanded so much.
“So they could party through the weekend”
When he realized their ransom was for partying, he offered $4,751 and a CD stereo. Criminals freed the aunt.
These thieves gave 31.57x their estimated amount and got a fraction. You shouldn't trust these thieves to negotiate your compensation.
What happened?
Negotiating your offer and Haiti
This narrative teaches you how to negotiate with a large number.
You can and will be talked down.
If a recruiter asks your wage expectation and you offer double, be ready to explain why.
If you can't justify your request, you may be offered less. The recruiter will notice and talk you down.
Reasonably,
a tiny bit more than the present amount you earn
a small premium over an alternative offer
a little less than the role's allotted amount
Real-World Illustration
Recruiter: What’s your expected salary? Candidate: (I know the role is usually $100,000) $200,000 Recruiter: How much are you compensated in your current role? Candidate: $90,000 Recruiter: We’d be excited to offer you $95,000 for your experiences for the role.
So Why Do They Even Ask?
Recruiters ask for a number to negotiate a lower one. Asking yourself limits you.
You'll rarely get more than you asked for, and your request can be lowered.
The takeaway from all of this is to never give an expected compensation.
Tell them you haven't thought about it when you applied.

Nitin Sharma
2 years ago
Quietly Create a side business that will revolutionize everything in a year.
Quitting your job for a side gig isn't smart.
A few years ago, I would have laughed at the idea of starting a side business.
I never thought a side gig could earn more than my 9-to-5. My side gig pays more than my main job now.
You may then tell me to leave your job. But I don't want to gamble, and my side gig is important. Programming and web development help me write better because of my job.
Yes, I share work-related knowledge. Web development, web3, programming, money, investment, and side hustles are key.
Let me now show you how to make one.
Create a side business based on your profession or your interests.
I'd be direct.
Most people don't know where to start or which side business to pursue.
You can make money by taking online surveys, starting a YouTube channel, or playing web3 games, according to several blogs.
You won't make enough money and will waste time.
Nitin directs our efforts. My friend, you've worked and have talent. Profit from your talent.
Example:
College taught me web development. I soon created websites, freelanced, and made money. First year was hardest for me financially and personally.
As I worked, I became more skilled. Soon after, I got more work, wrote about web development on Medium, and started selling products.
I've built multiple income streams from web development. It wasn't easy. Web development skills got me a 9-to-5 job.
Focus on a specific skill and earn money in many ways. Most people start with something they hate or are bad at; the rest is predictable.
Result? They give up, frustrated.
Quietly focus for a year.
I started my side business in college and never told anyone. My parents didn't know what I did for fun.
The only motivation is time constraints. So I focused.
As I've said, I focused on my strengths (learned skills) and made money. Yes, I was among Medium's top 500 authors in a year and got a bonus.
How did I succeed? Since I know success takes time, I never imagined making enough money in a month. I spent a year concentrating.
I became wealthy. Now that I have multiple income sources, some businesses pay me based on my skill.
I recommend learning skills and working quietly for a year. You can do anything with this.
The hardest part will always be the beginning.
When someone says you can make more money working four hours a week. Leave that, it's bad advice.
If someone recommends a paid course to help you succeed, think twice.
The beginning is always the hardest.
I made many mistakes learning web development. When I started my technical content side gig, it was tough. I made mistakes and changed how I create content, which helped.
And it’s applicable everywhere.
Don't worry if you face problems at first. Time and effort heal all wounds.
Quitting your job to work a side job is not a good idea.
Some honest opinions.
Most online gurus encourage side businesses. It takes time to start and grow a side business.
Suppose you quit and started a side business.
After six months, what happens? Your side business won't provide enough money to survive.
Indeed. Later, you'll become demotivated and tense and look for work.
Instead, work 9-5, and start a side business. You decide. Stop watching Netflix and focus on your side business.
I know you're busy, but do it.
Next? It'll succeed or fail in six months. You can continue your side gig for another six months because you have a job and have tried it.
You'll probably make money, but you may need to change your side gig.
That’s it.
You've created a new revenue stream.
Remember.
Starting a side business, a company, or finding work is difficult. There's no free money in a competitive world. You'll only succeed with skill.
Read it again.
Focusing silently for a year can help you succeed.
I studied web development and wrote about it. First year was tough. I went viral, hit the top 500, and other firms asked me to write for them. So, my life changed.
Yours can too. One year of silence is required.
Enjoy!

MAJESTY AliNICOLE WOW!
2 years ago
YouTube's faceless videos are growing in popularity, but this is nothing new.
I've always bucked social media norms. YouTube doesn't compare. Traditional video made me zig when everyone zagged. Audio, picture personality animation, thought movies, and slide show videos are most popular and profitable.
YouTube's business is shifting. While most video experts swear by the idea that YouTube success is all about making personal and professional Face-Share-Videos, those who use YouTube for business know things are different.
In this article, I will share concepts from my mini master class Figures to Followers: Prioritizing Purposeful Profits Over Popularity on YouTube to Create the Win-Win for You, Your Audience & More and my forthcoming publication The WOWTUBE-PRENEUR FACTOR EVOLUTION: The Basics of Powerfully & Profitably Positioning Yourself as a Video Communications Authority to Broadcast Your WOW Effect as a Video Entrepreneur.
I've researched the psychology, anthropology, and anatomy of significant social media platforms as an entrepreneur and social media marketing expert. While building my YouTube empire, I've paid particular attention to what works for short, mid, and long-term success, whether it's a niche-focused, lifestyle, or multi-interest channel.
Most new, semi-new, and seasoned YouTubers feel vlog-style or live-on-camera videos are popular. Faceless, animated, music-text-based, and slideshow videos do well for businesses.
Buyer-consumer vs. content-consumer thinking is totally different when absorbing content. Profitability and popularity are closely related, however most people become popular with traditional means but not profitable.
In my experience, Faceless videos are more profitable, although it depends on the channel's style. Several professionals are now teaching in their courses that non-traditional films are making the difference in their business success and popularity.
Face-Share-Personal-Touch videos make audiences feel like they know the personality, but they're not profitable.
Most spend hours creating articles, videos, and thumbnails to seem good. That's how most YouTubers gained their success in the past, but not anymore.
Looking the part and performing a typical role in videos doesn't convert well, especially for newbie channels.
Working with video marketers and YouTubers for years, I've noticed that most struggle to be consistent with content publishing since they exclusively use formats that need extensive development. Camera and green screen set ups, shooting/filming, and editing for post productions require their time, making it less appealing to post consistently, especially if they're doing all the work themselves.
Because they won't make simple format videos or audio videos with an overlay image, they overcomplicate the procedure (even with YouTube Shorts), and they leave their channels for weeks or months. Again, they believe YouTube only allows specific types of videos. Even though this procedure isn't working, they plan to keep at it.
A successful YouTube channel needs multiple video formats to suit viewer needs, I teach. Face-Share-Personal Touch and Faceless videos are both useful.
How people engage with YouTube content has changed over the years, and the average customer is no longer interested in an all-video channel.
Face-Share-Personal-Touch videos are great
Google Live
Online training
Giving listeners a different way to access your podcast that is being broadcast on sites like Anchor, BlogTalkRadio, Spreaker, Google, Apple Store, and others Many people enjoy using a video camera to record themselves while performing the internet radio, Facebook, or Instagram Live versions of their podcasts.
Video Blog Updates
even more
Faceless videos are popular for business and benefit both entrepreneurs and audiences.
For the business owner/entrepreneur…
Less production time results in time dollar savings.
enables the business owner to demonstrate the diversity of content development
For the Audience…
The channel offers a variety of appealing content options.
The same format is not monotonous or overly repetitive for the viewers.
Below are a couple videos from YouTube guru Make Money Matt's channel, which has over 347K subscribers.
Enjoy
24 Best Niches to Make Money on YouTube Without Showing Your Face
Make Money on YouTube Without Making Videos (Free Course)
In conclusion, you have everything it takes to build your own YouTube brand and empire. Learn the rules, then adapt them to succeed.
Please reread this and the other suggested articles for optimal benefit.
I hope this helped. How has this article helped you? Follow me for more articles like this and more multi-mission expressions.
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