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

CyberPunkMetalHead
3 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.

CyberPunkMetalHead
3 years ago
195 countries want Terra Luna founder Do Kwon
Interpol has issued a red alert on Terraform Labs' CEO, South Korean prosecutors said.
After the May crash of Terra Luna revealed tax evasion issues, South Korean officials filed an arrest warrant for Do Kwon, but he is missing.
Do Kwon is now a fugitive in 195 countries after Seoul prosecutors placed him to Interpol's red list. Do Kwon hasn't commented since then. The red list allows any country's local authorities to apprehend Do Kwon.
Do Dwon and Terraform Labs were believed to have moved to Singapore days before the $40 billion wipeout, but Singapore authorities said he fled the country on September 17. Do Kwon tweeted that he wasn't on the run and cited privacy concerns.
Do Kwon was not on the red list at the time and said he wasn't "running," only to reply to his own tweet saying he hasn't jogged in a while and needed to trim calories.
Whether or not it makes sense to read too much into this, the reality is that Do Kwon is now on Interpol red list, despite the firmly asserts on twitter that he does absolutely nothing to hide.
UPDATE:
South Korean authorities are investigating alleged withdrawals of over $60 million U.S. and seeking to freeze these assets. Korean authorities believe a new wallet exchanged over 3000 BTC through OKX and Kucoin.
Do Kwon and the Luna Foundation Guard (of whom Do Kwon is a key member of) have declined all charges and dubbed this disinformation.
Singapore's Luna Foundation Guard (LFG) manages the Terra Ecosystem.
The Legal Situation
Multiple governments are searching for Do Kwon and five other Terraform Labs employees for financial markets legislation crimes.
South Korean authorities arrested a man suspected of tax fraud and Ponzi scheme.
The U.S. SEC is also examining Terraform Labs on how UST was advertised as a stablecoin. No legal precedent exists, so it's unclear what's illegal.
The future of Terraform Labs, Terra, and Terra 2 is unknown, and despite what Twitter shills say about LUNC, the company remains in limbo awaiting a decision that will determine its fate. This project isn't a wise investment.

Nitin Sharma
2 years ago
Web3 Terminology You Should Know
The easiest online explanation.
Web3 is growing. Crypto companies are growing.
Instagram, Adidas, and Stripe adopted cryptocurrency.
Bitcoin and other cryptocurrencies made web3 famous.
Most don't know where to start. Cryptocurrency, DeFi, etc. are investments.
Since we don't understand web3, I'll help you today.
Let’s go.
1. Web3
It is the third generation of the web, and it is built on the decentralization idea which means no one can control it.
There are static webpages that we can only read on the first generation of the web (i.e. Web 1.0).
Web 2.0 websites are interactive. Twitter, Medium, and YouTube.
Each generation controlled the website owner. Simply put, the owner can block us. However, data breaches and selling user data to other companies are issues.
They can influence the audience's mind since they have control.
Assume Twitter's CEO endorses Donald Trump. Result? Twitter would have promoted Donald Trump with tweets and graphics, enhancing his chances of winning.
We need a decentralized, uncontrollable system.
And then there’s Web3.0 to consider. As Bitcoin and Ethereum values climb, so has its popularity. Web3.0 is uncontrolled web evolution. It's good and bad.
Dapps, DeFi, and DAOs are here. It'll all be explained afterwards.
2. Cryptocurrencies:
No need to elaborate.
Bitcoin, Ethereum, Cardano, and Dogecoin are cryptocurrencies. It's digital money used for payments and other uses.
Programs must interact with cryptocurrencies.
3. Blockchain:
Blockchain facilitates bitcoin transactions, investments, and earnings.
This technology governs Web3. It underpins the web3 environment.
Let us delve much deeper.
Blockchain is simple. However, the name expresses the meaning.
Blockchain is a chain of blocks.
Let's use an image if you don't understand.
The graphic above explains blockchain. Think Blockchain. The block stores related data.
Here's more.
4. Smart contracts
Programmers and developers must write programs. Smart contracts are these blockchain apps.
That’s reasonable.
Decentralized web3.0 requires immutable smart contracts or programs.
5. NFTs
Blockchain art is NFT. Non-Fungible Tokens.
Explaining Non-Fungible Token may help.
Two sorts of tokens:
These tokens are fungible, meaning they can be changed. Think of Bitcoin or cash. The token won't change if you sell one Bitcoin and acquire another.
Non-Fungible Token: Since these tokens cannot be exchanged, they are exclusive. For instance, music, painting, and so forth.
Right now, Companies and even individuals are currently developing worthless NFTs.
The concept of NFTs is much improved when properly handled.
6. Dapp
Decentralized apps are Dapps. Instagram, Twitter, and Medium apps in the same way that there is a lot of decentralized blockchain app.
Curve, Yearn Finance, OpenSea, Axie Infinity, etc. are dapps.
7. DAOs
DAOs are member-owned and governed.
Consider it a company with a core group of contributors.
8. DeFi
We all utilize centrally regulated financial services. We fund these banks.
If you have $10,000 in your bank account, the bank can invest it and retain the majority of the profits.
We only get a penny back. Some banks offer poor returns. To secure a loan, we must trust the bank, divulge our information, and fill out lots of paperwork.
DeFi was built for such issues.
Decentralized banks are uncontrolled. Staking, liquidity, yield farming, and more can earn you money.
Web3 beginners should start with these resources.
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Neeramitra Reddy
3 years ago
The best life advice I've ever heard could very well come from 50 Cent.
He built a $40M hip-hop empire from street drug dealing.
50 Cent was nearly killed by 9mm bullets.
Before 50 Cent, Curtis Jackson sold drugs.
He sold coke to worried addicts after being orphaned at 8.
Pursuing police. Murderous hustlers and gangs. Unwitting informers.
Despite his hard life, his hip-hop career was a success.
An assassination attempt ended his career at the start.
What sane producer would want to deal with a man entrenched in crime?
Most would have drowned in self-pity and drank themselves to death.
But 50 Cent isn't most people. Life on the streets had given him fearlessness.
“Having a brush with death, or being reminded in a dramatic way of the shortness of our lives, can have a positive, therapeutic effect. So it is best to make every moment count, to have a sense of urgency about life.” ― 50 Cent, The 50th Law
50 released a series of mixtapes that caught Eminem's attention and earned him a $50 million deal!
50 Cents turned death into life.
Things happen; that is life.
We want problems solved.
Every human has problems, whether it's Jeff Bezos swimming in his billions, Obama in his comfortable retirement home, or Dan Bilzerian with his hired bikini models.
All problems.
Problems churn through life. solve one, another appears.
It's harsh. Life's unfair. We can face reality or run from it.
The latter will worsen your issues.
“The firmer your grasp on reality, the more power you will have to alter it for your purposes.” — 50 Cent, The 50th Law
In a fantasy-obsessed world, 50 Cent loves reality.
Wish for better problem-solving skills rather than problem-free living.
Don't wish, work.
We All Have the True Power of Alchemy
Humans are arrogant enough to think the universe cares about them.
That things happen as if the universe notices our nanosecond existences.
Things simply happen. Period.
By changing our perspective, we can turn good things bad.
The alchemists' search for the philosopher's stone may have symbolized the ability to turn our lead-like perceptions into gold.
Negativity bias tints our perceptions.
Normal sparring broke your elbow? Rest and rethink your training. Fired? You can improve your skills and get a better job.
Consider Curtis if he had fallen into despair.
The legend we call 50 Cent wouldn’t have existed.
The Best Lesson in Life Ever?
Neither avoid nor fear your reality.
That simple sentence contains every self-help tip and life lesson on Earth.
When reality is all there is, why fear it? avoidance?
Or worse, fleeing?
To accept reality, we must eliminate the words should be, could be, wish it were, and hope it will be.
It is. Period.
Only by accepting reality's chaos can you shape your life.
“Behind me is infinite power. Before me is endless possibility, around me is boundless opportunity. My strength is mental, physical and spiritual.” — 50 Cent

Jenn Leach
3 years ago
This clever Instagram marketing technique increased my sales to $30,000 per month.
No Paid Ads Required
I had an online store. After a year of running the company alongside my 9-to-5, I made enough to resign.
That day was amazing.
This Instagram marketing plan helped the store succeed.
How did I increase my sales to five figures a month without using any paid advertising?
I used customer event marketing.
I'm not sure this term exists. I invented it to describe what I was doing.
Instagram word-of-mouth, fan engagement, and interaction drove sales.
If a customer liked or disliked a product, the buzz would drive attention to the store.
I used customer-based events to increase engagement and store sales.
Success!
Here are the weekly Instagram customer events I coordinated while running my business:
Be the Buyer Days
Flash sales
Mystery boxes
Be the Buyer Days: How do they work?
Be the Buyer Days are exactly that.
You choose a day to share stock selections with social media followers.
This is an easy approach to engaging customers and getting fans enthusiastic about new releases.
First, pick a handful of items you’re considering ordering. I’d usually pick around 3 for Be the Buyer Day.
Then I'd poll the crowd on Instagram to vote on their favorites.
This was before Instagram stories, polls, and all the other cool features Instagram offers today. I think using these tools now would make this event even better.
I'd ask customers their favorite back then.
The growing comments excited customers.
Then I'd declare the winner, acquire the products, and start selling it.
How do flash sales work?
I mostly ran flash sales.
You choose a limited number of itemsdd for a few-hour sale.
We wanted most sales to result in sold-out items.
When an item sells out, it contributes to the sensation of scarcity and can inspire customers to visit your store to buy a comparable product, join your email list, become a fan, etc.
We hoped they'd act quickly.
I'd hold flash deals twice a week, which generated scarcity and boosted sales.
The store had a few thousand Instagram followers when I started flash deals.
Each flash sale item would make $400 to $600.
$400 x 3= $1,200
That's $1,200 on social media!
Twice a week, you'll make roughly $10K a month from Instagram.
$1,200/day x 8 events/month=$9,600
Flash sales did great.
We held weekly flash deals and sent social media and email reminders. That’s about it!
How are mystery boxes put together?
All you do is package a box of store products and sell it as a mystery box on TikTok or retail websites.
A $100 mystery box would cost $30.
You're discounting high-value boxes.
This is a clever approach to get rid of excess inventory and makes customers happy.
It worked!
Be the Buyer Days, flash deals, and mystery boxes helped build my company without paid advertisements.
All companies can use customer event marketing. Involving customers and providing an engaging environment can boost sales.
Try it!

Jano le Roux
3 years ago
Apple Quietly Introduces A Revolutionary Savings Account That Kills Banks
Would you abandon your bank for Apple?
Banks are struggling.
not as a result of inflation
not due to the economic downturn.
not due to the conflict in Ukraine.
But because they’re underestimating Apple.
Slowly but surely, Apple is looking more like a bank.
An easy new savings account like Apple
Apple has a new savings account.
Apple says Apple Card users may set up and manage savings straight in Wallet.
No more charges
Colorfully high yields
With no minimum balance
No minimal down payments
Most consumer-facing banks will have to match Apple's offer or suffer disruption.
Users may set it up from their iPhones without traveling to a bank or filling out paperwork.
It’s built into the iPhone in your pocket.
So now more waiting for slow approval processes.
Once the savings account is set up, Apple will automatically transfer all future Daily Cash into it. Users may also add these cash to an Apple Cash card in their Apple Wallet app and adjust where Daily Cash is paid at any time.
Apple Pay and Apple Wallet VP Jennifer Bailey:
Savings enables Apple Card users to grow their Daily Cash rewards over time, while also saving for the future.
Bailey says Savings adds value to Apple Card's Daily Cash benefit and offers another easy-to-use tool to help people lead healthier financial lives.
Transfer money from a linked bank account or Apple Cash to a Savings account. Users can withdraw monies to a connected bank account or Apple Cash card without costs.
Once set up, Apple Card customers can track their earnings via Wallet's Savings dashboard. This dashboard shows their account balance and interest.
This product targets younger people as the easiest way to start a savings account on the iPhone.
Why would a Gen Z account holder travel to the bank if their iPhone could be their bank?
Using this concept, Apple will transform the way we think about banking by 2030.
Two other nightmares keep bankers awake at night
Apple revealed two new features in early 2022 that banks and payment gateways hated.
Tap to Pay with Apple
Late Apple Pay
They startled the industry.
Tap To Pay converts iPhones into mobile POS card readers. Apple Pay Later is pushing the BNPL business in a consumer-friendly direction, hopefully ending dodgy lending practices.
Tap to Pay with Apple
iPhone POS
Millions of US merchants, from tiny shops to huge establishments, will be able to accept Apple Pay, contactless credit and debit cards, and other digital wallets with a tap.
No hardware or payment terminal is needed.
Revolutionary!
Stripe has previously launched this feature.
Tap to Pay on iPhone will provide companies with a secure, private, and quick option to take contactless payments and unleash new checkout experiences, said Bailey.
Apple's solution is ingenious. Brilliant!
Bailey says that payment platforms, app developers, and payment networks are making it easier than ever for businesses of all sizes to accept contactless payments and thrive.
I admire that Apple is offering this up to third-party services instead of closing off other functionalities.
Slow POS terminals, farewell.
Late Apple Pay
Pay Apple later.
Apple Pay Later enables US consumers split Apple Pay purchases into four equal payments over six weeks with no interest or fees.
The Apple ecosystem integration makes this BNPL scheme unique. Nonstick. No dumb forms.
Frictionless.
Just double-tap the button.
Apple Pay Later was designed with users' financial well-being in mind. Apple makes it easy to use, track, and pay back Apple Pay Later from Wallet.
Apple Pay Later can be signed up in Wallet or when using Apple Pay. Apple Pay Later can be used online or in an app that takes Apple Pay and leverages the Mastercard network.
Apple Pay Order Tracking helps consumers access detailed receipts and order tracking in Wallet for Apple Pay purchases at participating stores.
Bad BNPL suppliers, goodbye.
Most bankers will be caught in Apple's eye playing mini golf in high-rise offices.
The big problem:
Banks still think about features and big numbers just like other smartphone makers did not too long ago.
Apple thinks about effortlessness, seamlessness, and frictionlessness that just work through integrated hardware and software.
Let me know what you think Apple’s next power moves in the banking industry could be.
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