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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

Shan Vernekar

Shan Vernekar

3 years ago

How the Ethereum blockchain's transactions are carried out

Overview

Ethereum blockchain is a network of nodes that validate transactions. Any network node can be queried for blockchain data for free. To write data as a transition requires processing and writing to each network node's storage. Fee is paid in ether and is also called as gas.

We'll examine how user-initiated transactions flow across the network and into the blockchain.

Flow of transactions

  • A user wishes to move some ether from one external account to another. He utilizes a cryptocurrency wallet for this (like Metamask), which is a browser extension.

  • The user enters the desired transfer amount and the external account's address. He has the option to choose the transaction cost he is ready to pay.

  • Wallet makes use of this data, signs it with the user's private key, and writes it to an Ethereum node. Services such as Infura offer APIs that enable writing data to nodes. One of these services is used by Metamask. An example transaction is shown below. Notice the “to” address and value fields.

var rawTxn = {
    nonce: web3.toHex(txnCount),
    gasPrice: web3.toHex(100000000000),
    gasLimit: web3.toHex(140000),
    to: '0x633296baebc20f33ac2e1c1b105d7cd1f6a0718b',
    value: web3.toHex(0),
    data: '0xcc9ab24952616d6100000000000000000000000000000000000000000000000000000000'
};
  • The transaction is written to the target Ethereum node's local TRANSACTION POOL. It informed surrounding nodes of the new transaction, and those nodes reciprocated. Eventually, this transaction is received by and written to each node's local TRANSACTION pool.

  • The miner who finds the following block first adds pending transactions (with a higher gas cost) from the nearby TRANSACTION POOL to the block.

  • The transactions written to the new block are verified by other network nodes.

  • A block is added to the main blockchain after there is consensus and it is determined to be genuine. The local blockchain is updated with the new node by additional nodes as well.

  • Block mining begins again next.

The image above shows how transactions go via the network and what's needed to submit them to the main block chain.

References

ethereum.org/transactions How Ethereum transactions function, their data structure, and how to send them via app. ethereum.org

joyce shen

joyce shen

3 years ago

Framework to Evaluate Metaverse and Web3

Everywhere we turn, there's a new metaverse or Web3 debut. Microsoft recently announced a $68.7 BILLION cash purchase of Activision.

Like AI in 2013 and blockchain in 2014, NFT growth in 2021 feels like this year's metaverse and Web3 growth. We are all bombarded with information, conflicting signals, and a sensation of FOMO.

How can we evaluate the metaverse and Web3 in a noisy, new world? My framework for evaluating upcoming technologies and themes is shown below. I hope you will also find them helpful.

Understand the “pipes” in a new space. 

Whatever people say, Metaverse and Web3 will have to coexist with the current Internet. Companies who host, move, and store data over the Internet have a lot of intriguing use cases in Metaverse and Web3, whether in infrastructure, data analytics, or compliance. Hence the following point.

## Understand the apps layer and their infrastructure.

Gaming, crypto exchanges, and NFT marketplaces would not exist today if not for technology that enables rapid app creation. Yes, according to Chainalysis and other research, 30–40% of Ethereum is self-hosted, with the rest hosted by large cloud providers. For Microsoft to acquire Activision makes strategic sense. It's not only about the games, but also the infrastructure that supports them.

Follow the money

Understanding how money and wealth flow in a complex and dynamic environment helps build clarity. Unless you are exceedingly wealthy, you have limited ability to significantly engage in the Web3 economy today. Few can just buy 10 ETH and spend it in one day. You must comprehend who benefits from the process, and how that 10 ETH circulates now and possibly tomorrow. Major holders and players control supply and liquidity in any market. Today, most Web3 apps are designed to increase capital inflow so existing significant holders can utilize it to create a nascent Web3 economy. When you see a new Metaverse or Web3 application, remember how money flows.

What is the use case? 

What does the app do? If there is no clear use case with clear makers and consumers solving a real problem, then the euphoria soon fades, and the only stakeholders who remain enthused are those who have too much to lose.

Time is a major competition that is often overlooked.

We're only busier, but each day is still 24 hours. Using new apps may mean that time is lost doing other things. The user must be eager to learn. Metaverse and Web3 vs. our time?  I don't think we know the answer yet (at least for working adults whose cost of time is higher).
I don't think we know the answer yet (at least for working adults whose cost of time is higher).

People and organizations need security and transparency.

For new technologies or apps to be widely used, they must be safe, transparent, and trustworthy. What does secure Metaverse and Web3 mean? This is an intriguing subject for both the business and public sectors. Cloud adoption grew in part due to improved security and data protection regulations.

 The following frameworks can help analyze and understand new technologies and emerging technological topics, unless you are a significant investment fund with the financial ability to gamble on numerous initiatives and essentially form your own “index fund”.

I write on VC, startups, and leadership.

More on https://www.linkedin.com/in/joycejshen/ and https://joyceshen.substack.com/

This writing is my own opinion and does not represent investment advice.

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.

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Eitan Levy

Eitan Levy

3 years ago

The Top 8 Growth Hacking Techniques for Startups

The Top 8 Growth Hacking Techniques for Startups

These startups, and how they used growth-hack marketing to flourish, are some of the more ethical ones, while others are less so.

Before the 1970 World Cup began, Puma paid footballer Pele $120,000 to tie his shoes. The cameras naturally focused on Pele and his Pumas, causing people to realize that Puma was the top football brand in the world.

Early workers of Uber canceled over 5,000 taxi orders made on competing applications in an effort to financially hurt any of their rivals.

PayPal developed a bot that advertised cheap goods on eBay, purchased them, and paid for them with PayPal, fooling eBay into believing that customers preferred this payment option. Naturally, Paypal became eBay's primary method of payment.

Anyone renting a space on Craigslist had their emails collected by AirBnB, who then urged them to use their service instead. A one-click interface was also created to list immediately on AirBnB from Craigslist.

To entice potential single people looking for love, Tinder developed hundreds of bogus accounts of attractive people. Additionally, for at least a year, users were "accidentally" linked.

Reddit initially created a huge number of phony accounts and forced them all to communicate with one another. It eventually attracted actual users—the real meaning of "fake it 'til you make it"! Additionally, this gave Reddit control over the tone of voice they wanted for their site, which is still present today.

To disrupt the conferences of their main rival, Salesforce recruited fictitious protestors. The founder then took over all of the event's taxis and gave a 45-minute pitch for his startup. No place to hide!

When a wholesaler required a minimum purchase of 10, Amazon CEO Jeff Bezos wanted a way to purchase only one book from them. A wholesaler would deliver the one book he ordered along with an apology for the other eight books after he discovered a loophole and bought the one book before ordering nine books about lichens. On Amazon, he increased this across all of the users.


Original post available here

Joanna Henderson

Joanna Henderson

3 years ago

An Average Day in the Life of a 25-Year-Old -A Rich Man's At-Home Unemployed Girlfriend

And morning water bottle struggles.

svetlanasokolova via Freepik

Welcome to my TikTok, where I share my stay-at-home life! I'll show you my usual day from morning to night.

I rise early to prepare my guy iced coffee. I make matcha, my favorite drink. I also fill our water bottles, which takes time and effort, so I record and describe the procedure. As you see me perform the unthinkable by putting a water bottle in a soda machine, you'll see my magnificent but unowned condo. My lover has everything, including:

  1. In the living room, a sizable velvet alabaster divan. I was unable to use the words white or sofa in place of alabaster or a divan since they are insufficiently elegant and do not adequately convey how opulent the item is. The price tag on the divan was another huge feature; I'm sure my lover wouldn't purchase any furniture for less than $20k because it would be beneath him.

  2. A plush Swiss coffee-colored Tabriz carpet. Once more, white is a color associated with the underclass; for us, the wealthy, it's alabaster or swiss coffee. Sorry, my boyfriend is wealthy; I'm truly in the same situation. And yet, I’m the one whos freeloading off of him, not you haha!

  3. Soft translucent powder is the hue of the vinyl wallcoverings. I merely made up the name of that hue, but I have to maintain the online character I've established. There is no room for adopting language typical of peasant people; I must reiterate that I am wealthy while they are not.

I rest after filling our water bottles. I'm really fatigued from chores. My boyfriend is skeptical about hiring a housekeeper and cook. Does he assume I'm a servant or maid? I can't be overly demanding or throw a tantrum since he may replace me with a younger version. Leonardo Di Caprio's fault!

After the break, I bring my lover a water bottle. He's off to work with my best wishes. After cleaning the shower, I text my BF saying I broke a nail. He charged $675 for a crystal-topped shellac manicure. Lucky me!

After this morning's crazy choirs, especially the water bottle one, I'm famished. I dress quickly and go to the neighborhood organic-vegan-gluten-free-sugar-free-plasma-free-GMO-free-HBO-free breakfast place. Most folks can't afford $17.99 for a caffeine-free-mushroom-plus-mud-and-electrolytes morning beverage. It goes nicely with my matcha. Eggs Benedict cost $68. English muffins are off-limits. I can't make myself obese. My partner said he'd swap me for a 19-year-old Eastern European if I keep eating bacon.

I leave no tip since tipping is too much pressure and math for me, so I go shopping.

My shopping adventures have gotten monotonous. 47 designer bags and 114 bag covers Birkins need their own luggage. My babies! I've never caught my BF with a baby. I have sleeping medications and a turkey baster. Tatiana is much younger and thinner than me, so I can't lose him to her. The goal is to become a stay-at-home wife shortly. A turkey baster is essential.

After spending $955 on La Mer lotions and getting a crystal manicure, I nap. Before my boyfriend's return, I can nap for 5 hours.

I wake up around 4 pm — it’s time to prepare dinner. Yes, I said “prepare for dinner,” not “prepare dinner.” I have crystals on my nails! Do you really think I would cook? No way.

My husband's arrival still requires much work. I clean the kitchen, get cutlery and napkins. I order UberEats while my BF is 30-45 minutes away.

Wagyu steaks with Matsutake mushroom soup today. I pick desserts for my lover but not myself. Eastern European threat?

When my BF gets home from work, we eat. I don't believe in tipping UberEats drivers. If he wants to appreciate life's finer things, he should locate a rich woman.

After eating, we plan our getaway. I requested Aruba's fanciest hotel for winter and expect a butler. We're bickering over who gets the butler. We may need two.

Day's end, I'm exhausted. Stay-at-home girlfriends put in a lot of time and work. Work and duties are never-ending.

Before bed, I shower and use a liquid gold mask in my 27-step makeup procedure. It's a French luxury brand, not La Mer.

Here's my day.

Note: I like satire and absurd trends. Stay-at-home-girlfriend TikTok videos have become popular recently.

I don't shame or support such agreements; I'm just an observer. Thanks for reading.

The Velocipede

The Velocipede

2 years ago

Stolen wallet

How a misplaced item may change your outlook

Photo by Robert Isenberg

Losing your wallet means life stops. Money vanishes. No credit. Your identity is unverifiable. As you check your pockets for the missing object, you can't drive. You can't borrow a library book.

Last seen? intuitively. Every kid asks this, including yours. However, you know where you lost it: On the Providence River cycling trail. While pedaling vigorously, the wallet dropped out of your back pocket and onto the pavement.

A woman you know—your son's art teacher—says it will be returned. Faith.

You want that faith. Losing a wallet is all-consuming. You must presume it has been stolen and is being used to buy every diamond and non-fungible token on the market. Your identity may have been used to open bank accounts and fake passports. Because he used your license address, a ski mask-wearing man may be driving slowly past your house.

As you delete yourself by canceling cards, these images run through your head. You wait in limbo for replacements. Digital text on the DMV website promises your new license will come within 60 days and be approved by local and state law enforcement. In the following two months, your only defense is a screenshot.

Your wallet was ordinary. A worn, overstuffed leather rectangle. You understand how tenuous your existence has always been since you've never lost a wallet. You barely breathe without your documents.

Ironically, you wore a wallet-belt chain. You adored being a 1993 slacker for 15 years. Your wife just convinced you last year that your office job wasn't professional. You nodded and hid the chain.

Never lost your wallet. Until now.

Angry. Feeling stupid. How could you drop something vital? Why? Is the world cruel? No more dumb luck. You're always one pedal-stroke from death.

Then you get a call: We have your wallet.

Local post office, not cops.

The clerk said someone returned it. Due to trying to identify you, it's a chaos. It has your cards but no cash.

Your automobile screeches down the highway. You yell at the windshield, amazed. Submitted. Art teacher was right. Have some trust.

You thank the postmaster. You ramble through the story. The clerk doesn't know the customer, simply a neighborhood Good Samaritan. You wish you could thank that person for lifting your spirits.

You get home, beaming with gratitude. You thumb through your wallet, amazed that it’s all intact. Then you dig out your chain and reattach it.

Because even faith could use a little help.