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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

The Verge

The Verge

3 years ago

Bored Ape Yacht Club creator raises $450 million at a $4 billion valuation.

Yuga Labs, owner of three of the biggest NFT brands on the market, announced today a $450 million funding round. The money will be used to create a media empire based on NFTs, starting with games and a metaverse project.

The team's Otherside metaverse project is an MMORPG meant to connect the larger NFT universe. They want to create “an interoperable world” that is “gamified” and “completely decentralized,” says Wylie Aronow, aka Gordon Goner, co-founder of Bored Ape Yacht Club. “We think the real Ready Player One experience will be player run.”

Just a few weeks ago, Yuga Labs announced the acquisition of CryptoPunks and Meebits from Larva Labs. The deal brought together three of the most valuable NFT collections, giving Yuga Labs more IP to work with when developing games and metaverses. Last week, ApeCoin was launched as a cryptocurrency that will be governed independently and used in Yuga Labs properties.

Otherside will be developed by “a few different game studios,” says Yuga Labs CEO Nicole Muniz. The company plans to create development tools that allow NFTs from other projects to work inside their world. “We're welcoming everyone into a walled garden.”

However, Yuga Labs believes that other companies are approaching metaverse projects incorrectly, allowing the startup to stand out. People won't bond spending time in a virtual space with nothing going on, says Yuga Labs co-founder Greg Solano, aka Gargamel. Instead, he says, people bond when forced to work together.

In order to avoid getting smacked, Solano advises making friends. “We don't think a Zoom chat and walking around saying ‘hi' creates a deep social experience.” Yuga Labs refused to provide a release date for Otherside. Later this year, a play-to-win game is planned.

The funding round was led by Andreessen Horowitz, a major investor in the Web3 space. It previously backed OpenSea and Coinbase. Animoca Brands, Coinbase, and MoonPay are among those who have invested. Andreessen Horowitz general partner Chris Lyons will join Yuga Labs' board. The Financial Times broke the story last month.

"META IS A DOMINANT DIGITAL EXPERIENCE PROVIDER IN A DYSTOPIAN FUTURE."

This emerging [Web3] ecosystem is important to me, as it is to companies like Meta,” Chris Dixon, head of Andreessen Horowitz's crypto arm, tells The Verge. “In a dystopian future, Meta is the dominant digital experience provider, and it controls all the money and power.” (Andreessen Horowitz co-founder Marc Andreessen sits on Meta's board and invested early in Facebook.)

Yuga Labs has been profitable so far. According to a leaked pitch deck, the company made $137 million last year, primarily from its NFT brands, with a 95% profit margin. (Yuga Labs declined to comment on deck figures.)

But the company has built little so far. According to OpenSea data, it has only released one game for a limited time. That means Yuga Labs gets hundreds of millions of dollars to build a gaming company from scratch, based on a hugely lucrative art project.

Investors fund Yuga Labs based on its success. That's what they did, says Dixon, “they created a culture phenomenon”. But ultimately, the company is betting on the same thing that so many others are: that a metaverse project will be the next big thing. Now they must construct it.

Ryan Weeks

Ryan Weeks

3 years ago

Terra fiasco raises TRON's stablecoin backstop

After Terra's algorithmic stablecoin collapsed in May, TRON announced a plan to increase the capital backing its own stablecoin.

USDD, a near-carbon copy of Terra's UST, arrived on the TRON blockchain on May 5. TRON founder Justin Sun says USDD will be overcollateralized after initially being pegged algorithmically to the US dollar.

A reserve of cryptocurrencies and stablecoins will be kept at 130 percent of total USDD issuance, he said. TRON described the collateral ratio as "guaranteed" and said it would begin publishing real-time updates on June 5.

Currently, the reserve contains 14,040 bitcoin (around $418 million), 140 million USDT, 1.9 billion TRX, and 8.29 billion TRX in a burning contract.

Sun: "We want to hybridize USDD." We have an algorithmic stablecoin and TRON DAO Reserve.

algorithmic failure

USDD was designed to incentivize arbitrageurs to keep its price pegged to the US dollar by trading TRX, TRON's token, and USDD. Like Terra, TRON signaled its intent to establish a bitcoin and cryptocurrency reserve to support USDD in extreme market conditions.

Still, Terra's UST failed despite these safeguards. The stablecoin veered sharply away from its dollar peg in mid-May, bringing down Terra's LUNA and wiping out $40 billion in value in days. In a frantic attempt to restore the peg, billions of dollars in bitcoin were sold and unprecedented volumes of LUNA were issued.

Sun believes USDD, which has a total circulating supply of $667 million, can be backed up.

"Our reserve backing is diversified." Bitcoin and stablecoins are included. USDC will be a small part of Circle's reserve, he said.

TRON's news release lists the reserve's assets as bitcoin, TRX, USDC, USDT, TUSD, and USDJ.

All Bitcoin addresses will be signed so everyone knows they belong to us, Sun said.

Not giving in

Sun told that the crypto industry needs "decentralized" stablecoins that regulators can't touch.

Sun said the Luna Foundation Guard, a Singapore-based non-profit that raised billions in cryptocurrency to buttress UST, mismanaged the situation by trying to sell to panicked investors.

He said, "We must be ahead of the market." We want to stabilize the market and reduce volatility.

Currently, TRON finances most of its reserve directly, but Sun says the company hopes to add external capital soon.

Before its demise, UST holders could park the stablecoin in Terra's lending platform Anchor Protocol to earn 20% interest, which many deemed unsustainable. TRON's JustLend is similar. Sun hopes to raise annual interest rates from 17.67% to "around 30%."


This post is a summary. Read full article here

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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James White

James White

3 years ago

I read three of Elon Musk's suggested books (And His Taste Is Incredible)

A reading list for successful people

Daniel Oberhaus via Flickr

Elon Musk reads and talks. So, one learns. Many brilliant individuals & amazing literature.

This article recommends 3 Elon Musk novels. All of them helped me succeed. Hope they'll help you.

Douglas Adams's The Hitchhiker's Guide to the Galaxy

Page Count: 193
Rating on Goodreads: 4.23

Arthur Dent is pulled off Earth by a buddy seconds before it's razed for a cosmic motorway. The trio hitchhikes through space and gets into problems.

I initially read Hitchhiker's as a child. To evade my mum, I'd read with a flashlight under the covers. She'd scold at me for not sleeping on school nights when she found out. Oops.

The Hitchhiker's Guide to the Galaxy is lighthearted science fiction.

Goodreads

My favorite book quotes are:

  • “Space is big. You won’t believe how vastly, hugely, mind-bogglingly big it is. I mean, you may think it’s a long way down the road to the chemist’s, but that’s just peanuts to space.”

  • “Far out in the uncharted backwaters of the unfashionable end of the western spiral arm of the Galaxy lies a small unregarded yellow sun. Orbiting this at a distance of roughly ninety-two million miles is an utterly insignificant little blue-green planet whose ape-descended life forms are so amazingly primitive that they still think digital watches are a pretty neat idea.”

  • “On planet Earth, man had always assumed that he was more intelligent than dolphins because he had achieved so much — the wheel, New York, wars, and so on — whilst all the dolphins had ever done was muck about in the water having a good time. But conversely, the dolphins had always believed that they were far more intelligent than man — for precisely the same reasons.”

the Sun Tzu book The Art Of War

Page Count: 273
Rating on Goodreads: 3.97

It's a classic. You may apply The Art of War's ideas to (nearly) every facet of life. Ex:

  • Pick your fights.

  • Keep in mind that timing is crucial.

  • Create a backup plan in case something goes wrong.

  • Obstacles provide us a chance to adapt and change.

This book was my first. Since then, I'm a more strategic entrepreneur. Excellent book. And read it ASAP!

Goodreads

My favorite book quotes are:

  • “Victorious warriors win first and then go to war, while defeated warriors go to war first and then seek to win.”

  • “Engage people with what they expect; it is what they are able to discern and confirms their projections. It settles them into predictable patterns of response, occupying their minds while you wait for the extraordinary moment — that which they cannot anticipate.”

  • “If you know the enemy and know yourself, you need not fear the result of a hundred battles. If you know yourself but not the enemy, for every victory gained, you will also suffer a defeat. If you know neither the enemy nor yourself, you will succumb in every battle.”

Peter Thiel's book Zero to One

Page Count: 195
Rating on Goodreads: 4.18

Peter argues the best money-making strategies are typically unproven. Entrepreneurship should never have a defined path to success. Whoever says differently is lying.

Zero to One explores technology and society. Peter is a philosophy major and law school graduate, which informs the work.

Peters' ideas, depth, and intellect stood out in Zero to One. It's a top business book.

Goodreads

My favorite book quotes are:

  • “The most valuable businesses of coming decades will be built by entrepreneurs who seek to empower people rather than try to make them obsolete.”

  • “The next Bill Gates will not build an operating system. The next Larry Page or Sergey Brin won’t make a search engine. And the next Mark Zuckerberg won’t create a social network. If you are copying these guys, you aren’t learning from them.”

  • “If your goal is to never make a mistake in your life, you shouldn’t look for secrets. The prospect of being lonely but right — dedicating your life to something that no one else believes in — is already hard. The prospect of being lonely and wrong can be unbearable.”

Recep İnanç

Recep İnanç

3 years ago

Effective Technical Book Reading Techniques

Photo by Sincerely Media on Unsplash

Technical books aren't like novels. We need a new approach to technical texts. I've spent years looking for a decent reading method. I tried numerous ways before finding one that worked. This post explains how I read technical books efficiently.

What Do I Mean When I Say Effective?

Effectiveness depends on the book. Effective implies I know where to find answers after reading a reference book. Effective implies I learned the book's knowledge after reading it.

I use reference books as tools in my toolkit. I won't carry all my tools; I'll merely need them. Non-reference books teach me techniques. I never have to make an effort to use them since I always have them.

Reference books I like:

Non-reference books I like:

The Approach

Technical books might be overwhelming to read in one sitting. Especially when you have no idea what is coming next as you read. When you don't know how deep the rabbit hole goes, you feel lost as you read. This is my years-long method for overcoming this difficulty.

Whether you follow the step-by-step guide or not, remember these:

  • Understand the terminology. Make sure you get the meaning of any terms you come across more than once. The likelihood that a term will be significant increases as you encounter it more frequently.

  • Know when to stop. I've always believed that in order to truly comprehend something, I must delve as deeply as possible into it. That, however, is not usually very effective. There are moments when you have to draw the line and start putting theory into practice (if applicable).

  • Look over your notes. When reading technical books or documents, taking notes is a crucial habit to develop. Additionally, you must regularly examine your notes if you want to get the most out of them. This will assist you in internalizing the lessons you acquired from the book. And you'll see that the urge to review reduces with time.

Let's talk about how I read a technical book step by step.

0. Read the Foreword/Preface

These sections are crucial in technical books. They answer Who should read it, What each chapter discusses, and sometimes How to Read? This is helpful before reading the book. Who could know the ideal way to read the book better than the author, right?

1. Scanning

I scan the chapter. Fast scanning is needed.

  • I review the headings.

  • I scan the pictures quickly.

  • I assess the chapter's length to determine whether I might divide it into more manageable sections.

2. Skimming

Skimming is faster than reading but slower than scanning.

  • I focus more on the captions and subtitles for the photographs.

  • I read each paragraph's opening and closing sentences.

  • I examined the code samples.

  • I attempt to grasp each section's basic points without getting bogged down in the specifics.

  • Throughout the entire reading period, I make an effort to make mental notes of what may require additional attention and what may not. Because I don't want to spend time taking physical notes, kindly notice that I am using the term "mental" here. It is much simpler to recall. You may think that this is more significant than typing or writing “Pay attention to X.”

  • I move on quickly. This is something I considered crucial because, when trying to skim, it is simple to start reading the entire thing.

3. Complete reading

Previous steps pay off.

  • I finished reading the chapter.

  • I concentrate on the passages that I mentally underlined when skimming.

  • I put the book away and make my own notes. It is typically more difficult than it seems for me. But it's important to speak in your own words. You must choose the right words to adequately summarize what you have read. How do those words make you feel? Additionally, you must be able to summarize your notes while you are taking them. Sometimes as I'm writing my notes, I realize I have no words to convey what I'm thinking or, even worse, I start to doubt what I'm writing down. This is a good indication that I haven't internalized that idea thoroughly enough.

  • I jot my inquiries down. Normally, I read on while compiling my questions in the hopes that I will learn the answers as I read. I'll explore those issues more if I wasn't able to find the answers to my inquiries while reading the book.

Bonus!

Best part: If you take lovely notes like I do, you can publish them as a blog post with a few tweaks.

Conclusion

This is my learning journey. I wanted to show you. This post may help someone with a similar learning style. You can alter the principles above for any technical material.

Nick Nolan

Nick Nolan

3 years ago

How to Make $1,037,100 in 4 Months with This Weird Website

One great idea might make you rich.

Author Screenshot | Source

Imagine having a million-dollar concept in college that made a million.

2005 precisely.

Alex Tew, 21, from Wiltshire, England, created The Million Dollar Homepage in August 2005. The idea is basic but beyond the ordinary, which is why it worked.

Alex built a 1,000,000-pixel webpage.

Each website pixel would cost $1. Since pixels are hard to discern, he sold 10x10 squares for $100.

He'd make a million if all the spots sold.

He may have thought about NFTs and the Metaverse decades ago.

MillionDollarHomepage.com launched in 2005.

Businesses and individuals could buy a website spot and add their logo, website link, and tagline. You bought an ad, but nobody visited the website.

If a few thousand people visited the website, it could drive traffic to your business's site.

Alex promised buyers the website would be up for 5 years, so it was a safe bet.

Alex's friend with a music website was the first to buy real estate on the site. Within two weeks, 4,700 pixels sold, and a tracker showed how many were sold and available.

Screenshot from: Source

Word-of-mouth marketing got the press's attention quickly. Everyone loves reading about new ways to make money, so it was a good news story.

By September, over 250,000 pixels had been sold, according to a BBC press release.

Alex and the website gained more media and public attention, so traffic skyrocketed. Two months after the site launched, 1,400 customers bought more than 500,000 pixels.

Businesses bought online real estate. They heard thousands visited the site, so they could get attention cheaply.

Unless you bought a few squares, I'm not sure how many people would notice your ad or click your link.

A sponge website owner emailed Alex:

“We tried Million Dollar Homepage because we were impressed at the level of ingenuity and the sheer simplicity of it. If we’re honest, we didn’t expect too much from it. Now, as a direct result, we are pitching for £18,000 GBP worth of new clients and have seen our site traffic increase over a hundred-fold. We’re even going to have to upgrade our hosting facility! It’s been exceptional.”

Web.archive.org screenshots show how the website changed.

GIF from web.archive.org

“The idea is to create something of an internet time capsule: a homepage that is unique and permanent. Everything on the internet keeps changing so fast, it will be nice to have something that stays solid and permanent for many years. You can be a part of that!” Alex Tew, 2005

The last 1,000 pixels were sold on January 1, 2006.

By then, the homepage had hundreds of thousands of monthly visitors. Alex put the last space on eBay due to high demand.

MillionDollarWeightLoss.com won the last pixels for $38,100, bringing revenue to $1,037,100 in 4 months.

Made in Canva

Many have tried to replicate this website's success. They've all failed.

This idea only worked because no one had seen this website before.

This winner won't be repeated, but it should inspire you to try something new and creative.

Still popular, you could buy one of the linked domains. You can't buy pixels, but you can buy an expired domain.

One link I clicked costs $59,888.

Screenshot from DomainMarket.com

You'd own a piece of internet history if you spent that much on a domain.

Someone bought stablesgallery.co.uk after the domain expired and restored it.

Many of the linked websites have expired or been redirected, but some still link to the original. I couldn't find sponge's website. Can you?

This is a great example of how a simple creative idea can go viral.

Comment on this amazing success story.