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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

JEFF JOHN ROBERTS

3 years ago

What just happened in cryptocurrency? A plain-English Q&A about Binance's FTX takedown.

Crypto people have witnessed things. They've seen big hacks, mind-boggling swindles, and amazing successes. They've never seen a day like Tuesday, when the world's largest crypto exchange murdered its closest competition.

Here's a primer on Binance and FTX's lunacy and why it matters if you're new to crypto.

What happened?

CZ, a shrewd Chinese-Canadian billionaire, runs Binance. FTX, a newcomer, has challenged Binance in recent years. SBF (Sam Bankman-Fried)—a young American with wild hair—founded FTX (initials are a thing in crypto).

Last weekend, CZ complained about SBF's lobbying and then exploited Binance's market power to attack his competition.

How did CZ do that?

CZ invested in SBF's new cryptocurrency exchange when they were friends. CZ sold his investment in FTX for FTT when he no longer wanted it. FTX clients utilize those tokens to get trade discounts, although they are less liquid than Bitcoin.

SBF made a mistake by providing CZ just too many FTT tokens, giving him control over FTX. It's like Pepsi handing Coca-Cola a lot of stock it could sell at any time. CZ got upset with SBF and flooded the market with FTT tokens.

SBF owns a trading fund with many FTT tokens, therefore this was catastrophic. SBF sought to defend FTT's worth by selling other assets to buy up the FTT tokens flooding the market, but it didn't succeed, and as FTT's value plummeted, his liabilities exceeded his assets. By Tuesday, his companies were insolvent, so he sold them to his competition.

Crazy. How could CZ do that?

CZ likely did this to crush a rising competition. It was also personal. In recent months, regulators have been tough toward the crypto business, and Binance and FTX have been trying to stay on their good side. CZ believed SBF was poisoning U.S. authorities by saying CZ was linked to China, so CZ took retribution.

“We supported previously, but we won't pretend to make love after divorce. We're neutral. But we won't assist people that push against other industry players behind their backs," CZ stated in a tragic tweet on Sunday. He crushed his rival's company two days later.

So does Binance now own FTX?

No. Not yet. CZ has only stated that Binance signed a "letter of intent" to acquire FTX. CZ and SBF say Binance will protect FTX consumers' funds.

Who’s to blame?

You could blame CZ for using his control over FTX to destroy it. SBF is also being criticized for not disclosing the full overlap between FTX and his trading company, which controlled plenty of FTT. If he had been upfront, someone might have warned FTX about this vulnerability earlier, preventing this mess.

Others have alleged that SBF utilized customer monies to patch flaws in his enterprises' balance accounts. That happened to multiple crypto startups that collapsed this spring, which is unfortunate. These are allegations, not proof.

Why does this matter? Isn't this common in crypto?

Crypto is notorious for shady executives and pranks. FTX is the second-largest crypto business, and SBF was largely considered as the industry's golden boy who would help it get on authorities' good side. Thus far.

Does this affect cryptocurrency prices?

Short-term, it's bad. Prices fell on suspicions that FTX was in peril, then rallied when Binance rescued it, only to fall again later on Tuesday.

These occurrences have hurt FTT and SBF's Solana token. It appears like a huge token selloff is affecting the rest of the market. Bitcoin fell 10% and Ethereum 15%, which is bad but not catastrophic for the two largest coins by market cap.

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.

Protos

Protos

3 years ago

StableGains lost $42M in Anchor Protocol.

StableGains lost millions of dollars in customer funds in Anchor Protocol without telling its users. The Anchor Protocol offered depositors 19-20% APY before its parent ecosystem, Terra LUNA, lost tens of billions of dollars in market capitalization as LUNA fell below $0.01 and its stablecoin (UST) collapsed.

A Terra Research Forum member raised the alarm. StableGains changed its homepage and Terms and Conditions to reflect how it mitigates risk, a tacit admission that it should have done so from the start.

StableGains raised $600,000 in YCombinator's W22 batch. Moonfire, Broom Ventures, and Goodwater Capital invested $3 million more.

StableGains' 15% yield product attracted $42 million in deposits. StableGains kept most of its deposits in Anchor's UST pool earning 19-20% APY, kept one-quarter of the interest as a management fee, and then gave customers their promised 15% APY. It lost almost all customer funds when UST melted down. It changed withdrawal times, hurting customers.

  • StableGains said de-pegging was unlikely. According to its website, 1 UST can be bought and sold for $1 of LUNA. LUNA became worthless, and Terra shut down its blockchain.
  • It promised to diversify assets across several stablecoins to reduce the risk of one losing its $1 peg, but instead kept almost all of them in one basket.
  • StableGains promised withdrawals in three business days, even if a stablecoin needed time to regain its peg. StableGains uses Coinbase for deposits and withdrawals, and customers receive the exact amount of USDC requested.

StableGains scrubs its website squeaky clean

StableGains later edited its website to say it only uses the "most trusted and tested stablecoins" and extended withdrawal times from three days to indefinite time "in extreme cases."

Previously, USDC, TerraUST (UST), and Dai were used (DAI). StableGains changed UST-related website content after the meltdown. It also removed most references to DAI.

Customers noticed a new clause in the Terms and Conditions denying StableGains liability for withdrawal losses. This new clause would have required customers to agree not to sue before withdrawing funds, avoiding a class-action lawsuit.


Customers must sign a waiver to receive a refund.

Erickson Kramer & Osborne law firm has asked StableGains to preserve all internal documents on customer accounts, marketing, and TerraUSD communications. The firm has not yet filed a lawsuit.


Thousands of StableGains customers lost an estimated $42 million.

Celsius Network customers also affected

CEL used Terra LUNA's Anchor Protocol. Celsius users lost money in the crypto market crash and UST meltdown. Many held CEL and LUNA as yielding deposits.

CEO Alex Mashinsky accused "unknown malefactors" of targeting Celsius Network without evidence. Celsius has not publicly investigated this claim as of this article's publication.

CEL fell before UST de-pegged. On June 2, 2021, it reached $8.01. May 19's close: $0.82.

When some Celsius Network users threatened to leave over token losses, Mashinsky replied, "Leave if you don't think I'm sincere and working harder than you, seven days a week."

Celsius Network withdrew $500 million from Anchor Protocol, but smaller holders had trouble.

Read original article here

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Victoria Kurichenko

Victoria Kurichenko

3 years ago

Here's what happened after I launched my second product on Gumroad.

One-hour ebook sales, affiliate relationships, and more.

Image credit: Karolina Grabovska. The image was edited in Canva

If you follow me, you may know I started a new ebook in August 2022.

Despite publishing on this platform, my website, and Quora, I'm not a writer.

My writing speed is slow, 2,000 words a day, and I struggle to communicate cohesively.

In April 2022, I wrote a successful guide on How to Write Google-Friendly Blog Posts.

I had no email list or social media presence. I've made $1,600+ selling ebooks.

Evidence:

My ebook sales on Gumroad

My first digital offering isn't a book.

It's an actionable guide with my tried-and-true process for writing Google-friendly content.

I'm not bragging.

Established authors like Tim Denning make more from my ebook sales with one newsletter.

This experience taught me writing isn't a privilege.

Writing a book and making money online doesn't require expertise.

Many don't consult experts. They want someone approachable.

Two years passed before I realized my own limits.

I have a brain, two hands, and Internet to spread my message.

I wrote and published a second ebook after the first's success.

On Gumroad, I released my second digital product.

Here's my complete Gumroad evaluation.

Gumroad is a marketplace for content providers to develop and sell sales pages.

Gumroad handles payments and client requests. It's helpful when someone sends a bogus payment receipt requesting an ebook (actual story!).

You'll forget administrative concerns after your first ebook sale.

After my first ebook sale, I did this: I made additional cash!

After every sale, I tell myself, "I built a new semi-passive revenue source."

This thinking shift helps me become less busy while increasing my income and quality of life.

Besides helping others, folks sell evergreen digital things to earn passive money.

It's in my second ebook.

I explain how I built and sold 50+ copies of my SEO writing ebook without being an influencer.

I show how anyone can sell ebooks on Gumroad and automate their sales process.

This is my ebook.

My second ebook on Gumroad

After publicizing the ebook release, I sold three copies within an hour.

Wow, or meh?

I don’t know.

The answer is different for everyone.

These three sales came from a small email list of 40 motivated fans waiting for my ebook release.

I had bigger plans.

I'll market my ebook on Medium, my website, Quora, and email.

I'm testing affiliate partnerships this time.

One of my ebook buyers is now promoting it for 40% commission.

Become my affiliate if you think your readers would like my ebook.

My ebook is a few days old, but I'm interested to see where it goes.

My SEO writing book started without an email list, affiliates, or 4,000 website visitors. I've made four figures.

I'm slowly expanding my communication avenues to have more impact.

Even a small project can open doors you never knew existed.

So began my writing career.

In summary

If you dare, every concept can become a profitable trip.

Before, I couldn't conceive of creating an ebook.

How to Sell eBooks on Gumroad is my second digital product.

Marketing and writing taught me that anything can be sold online.

David G Chen

David G Chen

3 years ago

If you want to earn money, stop writing for entertainment.

When you stop blogging for a few weeks, your views and profits plummet.

Because you're writing fascinating posts for others. Everyone's done ithat…

My medium stats for May-June

If I keep writing, the graph should maintain velocity, you could say. If I wrote more, it could rise.

However, entertaining pieces still tend to roller coaster and jump.

this type of writing is like a candle. They burn out and must be replaced. You must continuously light new ones to maintain the illumination.

When you quit writing, your income stops.

A substitute

Instead of producing amusing articles, try solving people's issues. You should answer their search questions.

Here's what happens when you answer their searches.

Website stats by pageviews per day

My website's Google analytics. As a dentist, I answer oral health questions.

This chart vs. Medium is pretty glaring, right?

As of yesterday, it was averaging 15k page views each day.

How much would you make on Medium with 15k daily views?

Evergreen materials

In SEO, this is called evergreen content.

Your content is like a lush, evergreen forest, and by green I mean Benjamins.

Photo by Alexander Mils on Unsplash

Do you have knowledge that you can leverage? Why not help your neighbors and the world?

Answer search inquiries and help others. You'll be well rewarded.

This is better than crafting candle-like content that fizzles out quickly.

Is beauty really ephemeral like how flowers bloom? Nah, I prefer watching forests grow instead (:

Frank Andrade

Frank Andrade

3 years ago

I discovered a bug that allowed me to use ChatGPT to successfully web scrape. Here's how it operates.

This method scrapes websites with ChatGPT (demo with Amazon and Twitter)

Photo by Mikhail Nilov on Pexels

In a recent article, I demonstrated how to scrape websites using ChatGPT prompts like scrape website X using Python.

But that doesn’t always work.

After scraping dozens of websites with ChatGPT, I realized that simple prompts rarely work for web scraping.

Using ChatGPT and basic HTML, we can scrape any website.

First things first, use ChatGPT's advanced version (Playground)

ChatGPT Playground's enhanced version is needed to scrape websites quickly. It generates code faster and has less constraints.

Here’s how it looks.

The classic ChatGPT display just allows you to type a prompt. Playground is more customizable and generates code faster than the basic version.

No more delays or restrictions.

In this tutorial, we'll write prompts underneath Playground.

How to Use ChatGPT to Scrape Any Website

To show you how to utilize ChatGPT to scrape any website, we'll use subslikescript, which lists movies.

Later in this post, I'll show you how to scrape Amazon and Twitter, but let's start easy.

If we try a basic prompt like “scrape the movie titles on this website: https://subslikescript.com/movies” it won’t scrape anything. Here’s when we need some HTML knowledge to build the right prompt for ChatGPT.Let's scrape the above movie titles. First, check the webpage. Right-click any element and choose Inspect.

Then see below.

We identify the element to scrape (those in the red box). The data elements are ul, a, and scripts-list.

Here's the prompt for movie titles.

Scrape this website: https://subslikescript.com/movies with Python and Beautiful Soup. Locate the element with tag “ul” and class “scripts-list”. Scrape all the “a” elements inside. Get the text attribute and print it.

Code generated:

import requests
from bs4 import BeautifulSoup

page = requests.get('https://subslikescript.com/movies/')

soup = BeautifulSoup(page.content, 'html.parser')

scripts_list = soup.find(class_="scripts-list")

all_a_elements = scripts_list.find_all('a')

for element in all_a_elements:
    print(element.get_text())

It extracts movie titles successfully.

Let's scrape Amazon and Twitter.

ChatGPT's Amazon scraping

Consider scraping Amazon for self-help books. First, copy the Amazon link for self-help books.

Here’s the link I got. Location-dependent connection. Use my link to replicate my results.

Now we'll check book titles. Here's our element.

If we want to extract the book titles, we need to use the tag name spanclass attribute name and a-size-base-plus a-color-base a-text-normalattribute value.

This time I'll use Selenium. I'll add Selenium-specific commands like wait 5 seconds and generate an XPath.

Scrape this website https://www.amazon.com/s?k=self+help+books&sprefix=self+help+%2Caps%2C158&ref=nb_sb_ss_ts-doa-p_2_10 with Python and Selenium.

Wait 5 seconds and locate all the elements with the following xpath: “span” tag, “class” attribute name, and “a-size-base-plus a-color-base a-text-normal” attribute value. Get the text attribute and print them.

Code generated: (I only had to manually add the path where my chromedriver is located).

from selenium import webdriver
from selenium.webdriver.common.by import By
from time import sleep

#initialize webdriver
driver = webdriver.Chrome('<add path of your chromedriver>')

#navigate to the website
driver.get("https://www.amazon.com/s?k=self+help+books&sprefix=self+help+%2Caps%2C158&ref=nb_sb_ss_ts-doa-p_2_10")

#wait 5 seconds to let the page load
sleep(5)

#locate all the elements with the following xpath
elements = driver.find_elements(By.XPATH, '//span[@class="a-size-base-plus a-color-base a-text-normal"]')

#get the text attribute of each element and print it
for element in elements:
    print(element.text)

#close the webdriver
driver.close()

It pulls Amazon book titles.

Utilizing ChatGPT to scrape Twitter

Say you wish to scrape ChatGPT tweets. Search Twitter for ChatGPT and copy the URL.

Here’s the link I got. We must check every tweet. Here's our element.

To extract a tweet, use the div tag and lang attribute.

Again, Selenium.

Scrape this website: https://twitter.com/search?q=chatgpt&src=typed_query using Python, Selenium and chromedriver.

Maximize the window, wait 15 seconds and locate all the elements that have the following XPath: “div” tag, attribute name “lang”. Print the text inside these elements.

Code generated: (again, I had to add the path where my chromedriver is located)

from selenium import webdriver
import time

driver = webdriver.Chrome("/Users/frankandrade/Downloads/chromedriver")
driver.maximize_window()
driver.get("https://twitter.com/search?q=chatgpt&src=typed_query")
time.sleep(15)

elements = driver.find_elements_by_xpath("//div[@lang]")
for element in elements:
    print(element.text)

driver.quit()

You'll get the first 2 or 3 tweets from a search. To scrape additional tweets, click X times.

Congratulations! You scraped websites without coding by using ChatGPT.