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
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More on Web3 & Crypto
Scott Hickmann
4 years ago
Welcome
Welcome to Integrity's Web3 community!

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

Ann
3 years ago
These new DeFi protocols are just amazing.
I've never seen this before.
Focus on native crypto development, not price activity or turmoil.
CT is boring now. Either folks are still angry about FTX or they're distracted by AI. Plus, it's year-end, and people rest for the holidays. 2022 was rough.
So DeFi fans can get inspired by something fresh. Who's building? As I read the Defillama daily roundup, many updates are still on FTX and its contagion.
I've used the same method on their Raises page. Not much happened :(. Maybe my high standards are to fault, but the business may be resting. OK.
The handful I locate might last us till the end of the year. (If another big blowup occurs.)
Hashflow
An on-chain monitor account I follow reported a huge transfer of $HFT from Binance to Jump Tradings.
I was intrigued. Stacking? So I checked and discovered out the project was launched through Binance Launchpad, which has introduced many 100x tokens (although momentarily) in the past, such as GALA and STEPN.
Hashflow appears to be pumpable. Binance launchpad, VC backers, CEX listing immediately. What's the protocol?
Hasflow is intriguing and timely, I discovered. After the FTX collapse, people looked more at DEXs.
Hashflow is a decentralized exchange that connects traders with professional market makers, according to its Binance launchpad description. Post-FTX, market makers lost their MM-ing chance with the collapse of the world's third-largest exchange. Jump and Wintermute back them?
Why is that the case? Hashflow doesn't use bonding curves like standard AMM. On AMMs, you pay more for the following trade because the prior trade reduces liquidity (supply and demand). With market maker quotations, you get a CEX-like experience (fewer coins in the pool, higher price). Stable prices, no MEV frontrunning.
Hashflow is innovative because...
DEXs gained from the FTX crash, but let's be honest: DEXs aren't as good as CEXs. Hashflow will change this.
Hashflow offers MEV protection, which major dealers seek in DEXs. You can trade large amounts without front running and sandwich assaults.
Hasflow offers a user-friendly swapping platform besides MEV. Any chain can be traded smoothly. This is a benefit because DEXs lag CEXs in UX.
Status, timeline:
Wintermute wrote in August that prominent market makers will work on Hashflow. Binance launched a month-long farming session in December. Jump probably participated in this initial sell, therefore we witnessed a significant transfer after the introduction.
Binance began trading HFT token on November 11 (the day FTX imploded). coincidence?)
Tokens are used for community rewards. Perhaps they'd copy dYdX. (Airdrop?). Read their documents about their future plans. Tokenomics doesn't impress me. Governance, rewards, and NFT.
Their stat page details their activity. First came Ethereum, then Arbitrum. For a new protocol in a bear market, they handled a lot of unique users daily.
It’s interesting to see their future. Will they be thriving? Not only against DEXs, but also among the CEXs too.
STFX
I forget how I found STFX. Possibly a Twitter thread concerning Arbitrum applications. STFX was the only new protocol I found interesting.
STFX is a new concept and trader problem-solver. I've never seen this protocol.
STFX allows you copy trades. You give someone your money to trade for you.
It's a marketplace. Traders are everywhere. You put your entry, exit, liquidation point, and trading theory. Twitter has a verification system for socials. Leaderboards display your trading skill.
This service could be popular. Staying disciplined is the hardest part of trading. Sometimes you take-profit too early or too late, or sell at a loss when an asset dumps, then it soon recovers (often happens in crypto.) It's hard to stick to entry-exit and liquidation plans.
What if you could hire someone to run your trade for a little commission? Set-and-forget.
Trading money isn't easy. Trust how? How do you know they won't steal your money?
Smart contracts.
STFX's trader is a vault maker/manager. One trade=one vault. User sets long/short, entrance, exit, and liquidation point. Anyone who agrees can exchange instantly. The smart contract will keep the fund during the trade and limit the manager's actions.
Here's STFX's transaction flow.
Managers and the treasury receive fees. It's a sustainable business strategy that benefits everyone.
I'm impressed by $STFX's planned use. Brilliant priority access. A crypto dealer opens a vault here. Many would join. STFX tokens offer VIP access over those without tokens.
STFX provides short-term trading, which is mind-blowing to me. I agree with their platform's purpose. Crypto market pricing actions foster short-termism. When you trade, the turnover could be larger than long-term holding or trading. 2017 BTC buyers waited 5 years to complete their holdings.
STFX teams simply adapted. Volatility aids trading.
All things about STFX scream Degen. The protocol fully embraces the degen nature of some, if not most, crypto natives.
An enjoyable dApp. Leaderboards are fun for reputation-building. FLEXING COMPETITIONS. You can join for as low as $10. STFX uses Arbitrum, therefore gas costs are low. Alpha procedure completes the degen feeling.
Despite looking like they don't take themselves seriously, I sense a strong business plan below. There is a real demand for the solution STFX offers.
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Jayden Levitt
3 years ago
Billionaire who was disgraced lost his wealth more quickly than anyone in history
If you're not genuine, you'll be revealed.
Sam Bankman-Fried (SBF) was called the Cryptocurrency Warren Buffet.
No wonder.
SBF's trading expertise, Blockchain knowledge, and ability to construct FTX attracted mainstream investors.
He had a fantastic worldview, donating much of his riches to charity.
As the onion layers peel back, it's clear he wasn't the altruistic media figure he portrayed.
SBF's mistakes were disastrous.
Customer deposits were traded and borrowed by him.
With ten other employees, he shared a $40 million mansion where they all had polyamorous relationships.
Tone-deaf and wasteful marketing expenditures, such as the $200 million spent to change the name of the Miami Heat stadium to the FTX Arena
Democrats received a $40 million campaign gift.
And now there seems to be no regret.
FTX was a 32-billion-dollar cryptocurrency exchange.
It went bankrupt practically overnight.
SBF, FTX's creator, exploited client funds to leverage trade.
FTX had $1 billion in customer withdrawal reserves against $9 billion in liabilities in sister business Alameda Research.
Bloomberg Billionaire Index says it's the largest and fastest net worth loss in history.
It gets worse.
SBF's net worth is $900 Million, however he must still finalize FTX's bankruptcy.
SBF's arrest in the Bahamas and SEC inquiry followed news that his cryptocurrency exchange had crashed, losing billions in customer deposits.
A journalist contacted him on Twitter D.M., and their exchange is telling.
His ideas are revealed.
Kelsey Piper says they didn't expect him to answer because people under investigation don't comment.
Bankman-Fried wanted to communicate, and the interaction shows he has little remorse.
SBF talks honestly about FTX gaming customers' money and insults his competition.
Reporter Kelsey Piper was outraged by what he said and felt the mistakes SBF says plague him didn't evident in the messages.
Before FTX's crash, SBF was a poster child for Cryptocurrency regulation and avoided criticizing U.S. regulators.
He tells Piper that his lobbying is just excellent PR.
It shows his genuine views and supports cynics' opinions that his attempts to win over U.S. authorities were good for his image rather than Crypto.
SBF’s responses are in Grey, and Pipers are in Blue.
It's unclear if SBF cut corners for his gain. In their Twitter exchange, Piper revisits an interview question about ethics.
SBF says, "All the foolish sh*t I said"
SBF claims FTX has never invested customer monies.
Piper challenged him on Twitter.
While he insisted FTX didn't use customer deposits, he said sibling business Alameda borrowed too much from FTX's balance sheet.
He did, basically.
When consumers tried to withdraw money, FTX was short.
SBF thought Alameda had enough money to cover FTX customers' withdrawals, but life sneaks up on you.
SBF believes most exchanges have done something similar to FTX, but they haven't had a bank run (a bunch of people all wanting to get their deposits out at the same time).
SBF believes he shouldn't have consented to the bankruptcy and kept attempting to raise more money because withdrawals would be open in a month with clients whole.
If additional money came in, he needed $8 billion to bridge the creditors' deficit, and there aren't many corporations with $8 billion to spare.
Once clients feel protected, they will continue to leave their assets on the exchange, according to one idea.
Kevin OLeary, a world-renowned hedge fund manager, says not all investors will walk through the open gate once the company is safe, therefore the $8 Billion wasn't needed immediately.
SBF claims the bankruptcy was his biggest error because he could have accumulated more capital.
Final Reflections
Sam Bankman-Fried, 30, became the world's youngest billionaire in four years.
Never listen to what people say about investing; watch what they do.
SBF is a trader who gets wrecked occasionally.
Ten first-time entrepreneurs ran FTX, screwing each other with no risk management.
It prevents opposing or challenging perspectives and echo chamber highs.
Twitter D.M. conversation with a journalist is the final nail.
He lacks an experienced crew.
This event will surely speed up much-needed regulation.
It's also prompted cryptocurrency exchanges to offer proof of reserves to calm customers.

Pat Vieljeux
3 years ago
Your entrepreneurial experience can either be a beautiful adventure or a living hell with just one decision.
Choose.
DNA makes us distinct.
We act alike. Most people follow the same road, ignoring differences. We remain quiet about our uniqueness for fear of exclusion (family, social background, religion). We live a more or less imposed life.
Off the beaten path, we stand out from the others. We obey without realizing we're sewing a shroud. We're told to do as everyone else and spend 40 years dreaming of a golden retirement and regretting not living.
“One of the greatest regrets in life is being what others would want you to be, rather than being yourself.” - Shannon L. Alder
Others dare. Again, few are creative; most follow the example of those who establish a business for the sake of entrepreneurship. To live.
They pick a potential market and model their MVP on an existing solution. Most mimic others, alter a few things, appear to be original, and end up with bland products, adding to an already crowded market.
SaaS, PaaS, etc. followed suit. It's reduced pricing, profitability, and product lifespan.
As competitors become more aggressive, their profitability diminishes, making life horrible for them and their employees. They fail to innovate, cut costs, and close their company.
Few of them look happy and fulfilled.
How did they do it?
The answer is unsettlingly simple.
They are themselves.
They start their company, propelled at first by a passion or maybe a calling.
Then, at their own pace, they create it with the intention of resolving a dilemma.
They assess what others are doing and consider how they might improve it.
In contrast to them, they respond to it in their own way by adding a unique personal touch. Therefore, it is obvious.
Originals, like their DNA, can't be copied. Or if they are, they're poorly printed. Originals are unmatched. Artist-like. True collectors only buy Picasso paintings by the master, not forgeries, no matter how good.
Imaginative people are constantly ahead. Copycats fall behind unless they innovate. They watch their competition continuously. Their solution or product isn't sexy. They hope to cash in on their copied product by flooding the market.
They're mostly pirates. They're short-sighted, unlike creators.
Creators see further ahead and have no rivals. They use copiers to confirm a necessity. To maintain their individuality, creators avoid copying others. They find copying boring. It's boring. They oppose plagiarism.
It's thrilling and inspiring.
It will also make them more able to withstand their opponents' tension. Not to mention roadblocks. For creators, impediments are games.
Others fear it. They race against the clock and fear threats that could interrupt their momentum since they lack inventiveness and their product has a short life cycle.
Creators have time on their side. They're dedicated. Clearly. Passionate booksellers will have their own bookstore. Their passion shows in their book choices. Only the ones they love.
The copier wants to display as many as possible, including mediocre authors, and will cut costs. All this to dominate the market. They're digging their own grave.
The bookseller is just one example. I could give you tons of them.
Closing remarks
Entrepreneurs might follow others or be themselves. They risk exhaustion trying to predict what their followers will do.
It's true.
Life offers choices.
Being oneself or doing as others do, with the possibility of regretting not expressing our uniqueness and not having lived.
“Be yourself; everyone else is already taken”. Oscar Wilde
The choice is yours.

Jari Roomer
3 years ago
Successful people have this one skill.
Without self-control, you'll waste time chasing dopamine fixes.
I found a powerful quote in Tony Robbins' Awaken The Giant Within:
“Most of the challenges that we have in our personal lives come from a short-term focus” — Tony Robbins
Most people are short-term oriented, but highly successful people are long-term oriented.
Successful people act in line with their long-term goals and values, while the rest are distracted by short-term pleasures and dopamine fixes.
Instant gratification wrecks lives
Instant pleasure is fleeting. Quickly fading effects leave you craving more stimulation.
Before you know it, you're in a cycle of quick fixes. This explains binging on food, social media, and Netflix.
These things cause a dopamine spike, which is entertaining. This dopamine spike crashes quickly, leaving you craving more stimulation.
It's fine to watch TV or play video games occasionally. Problems arise when brain impulses aren't controlled. You waste hours chasing dopamine fixes.
Instant gratification becomes problematic when it interferes with long-term goals, happiness, and life fulfillment.
Most rewarding things require delay
Life's greatest rewards require patience and delayed gratification. They must be earned through patience, consistency, and effort.
Ex:
A fit, healthy body
A deep connection with your spouse
A thriving career/business
A healthy financial situation
These are some of life's most rewarding things, but they take work and patience. They all require the ability to delay gratification.
To have a healthy bank account, you must save (and invest) a large portion of your monthly income. This means no new tech or clothes.
If you want a fit, healthy body, you must eat better and exercise three times a week. So no fast food and Netflix.
It's a battle between what you want now and what you want most.
Successful people choose what they want most over what they want now. It's a major difference.
Instant vs. delayed gratification
Most people subconsciously prefer instant rewards over future rewards, even if the future rewards are more significant.
We humans aren't logical. Emotions and instincts drive us. So we act against our goals and values.
Fortunately, instant gratification bias can be overridden. This is a modern superpower. Effective methods include:
#1: Train your brain to handle overstimulation
Training your brain to function without constant stimulation is a powerful change. Boredom can lead to long-term rewards.
Unlike impulsive shopping, saving money is boring. Having lots of cash is amazing.
Compared to video games, deep work is boring. A successful online business is rewarding.
Reading books is boring compared to scrolling through funny videos on social media. Knowledge is invaluable.
You can't do these things if your brain is overstimulated. Your impulses will control you. To reduce overstimulation addiction, try:
Daily meditation (10 minutes is enough)
Daily study/work for 90 minutes (no distractions allowed)
First hour of the day without phone, social media, and Netflix
Nature walks, journaling, reading, sports, etc.
#2: Make Important Activities Less Intimidating
Instant gratification helps us cope with stress. Starting a book or business can be intimidating. Video games and social media offer a quick escape in such situations.
Make intimidating tasks less so. Break them down into small tasks. Start a new business/side-hustle by:
Get domain name
Design website
Write out a business plan
Research competition/peers
Approach first potential client
Instead of one big mountain, divide it into smaller sub-tasks. This makes a task easier and less intimidating.
#3: Plan ahead for important activities
Distractions will invade unplanned time. Your time is dictated by your impulses, which are usually Netflix, social media, fast food, and video games. It wants quick rewards and dopamine fixes.
Plan your days and be proactive with your time. Studies show that scheduling activities makes you 3x more likely to do them.
To achieve big goals, you must plan. Don't gamble.
Want to get fit? Schedule next week's workouts. Want a side-job? Schedule your work time.
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