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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

2 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

Isaac Benson

Isaac Benson

3 years ago

What's the difference between Proof-of-Time and Proof-of-History?

Blockchain validates transactions with consensus algorithms. Bitcoin and Ethereum use Proof-of-Work, while Polkadot and Cardano use Proof-of-Stake.

Other consensus protocols are used to verify transactions besides these two. This post focuses on Proof-of-Time (PoT), used by Analog, and Proof-of-History (PoH), used by Solana as a hybrid consensus protocol.

PoT and PoH may seem similar to users, but they are actually very different protocols.

Proof-of-Time (PoT)

Analog developed Proof-of-Time (PoT) based on Delegated Proof-of-Stake (DPoS). Users select "delegates" to validate the next block in DPoS. PoT uses a ranking system, and validators stake an equal amount of tokens. Validators also "self-select" themselves via a verifiable random function."

The ranking system gives network validators a performance score, with trustworthy validators with a long history getting higher scores. System also considers validator's fixed stake. PoT's ledger is called "Timechain."

Voting on delegates borrows from DPoS, but there are changes. PoT's first voting stage has validators (or "time electors" putting forward a block to be included in the ledger).

Validators are chosen randomly based on their ranking score and fixed stake. One validator is chosen at a time using a Verifiable Delay Function (VDF).

Validators use a verifiable delay function to determine if they'll propose a Timechain block. If chosen, they validate the transaction and generate a VDF proof before submitting both to other Timechain nodes.

This leads to the second process, where the transaction is passed through 1,000 validators selected using the same method. Each validator checks the transaction to ensure it's valid.

If the transaction passes, validators accept the block, and if over 2/3 accept it, it's added to the Timechain.

Proof-of-History (PoH)

Proof-of-History is a consensus algorithm that proves when a transaction occurred. PoH uses a VDF to verify transactions, like Proof-of-Time. Similar to Proof-of-Work, VDFs use a lot of computing power to calculate but little to verify transactions, similar to (PoW).

This shows users and validators how long a transaction took to verify.

PoH uses VDFs to verify event intervals. This process uses cryptography to prevent determining output from input.

The outputs of one transaction are used as inputs for the next. Timestamps record the inputs' order. This checks if data was created before an event.

PoT vs. PoH

PoT and PoH differ in that:

  • PoT uses VDFs to select validators (or time electors), while PoH measures time between events.

  • PoH uses a VDF to validate transactions, while PoT uses a ranking system.

  • PoT's VDF-elected validators verify transactions proposed by a previous validator. PoH uses a VDF to validate transactions and data.

Conclusion

Both Proof-of-Time (PoT) and Proof-of-History (PoH) validate blockchain transactions differently. PoT uses a ranking system to randomly select validators to verify transactions.

PoH uses a Verifiable Delay Function to validate transactions, verify how much time has passed between two events, and allow validators to quickly verify a transaction without malicious actors knowing the input.

Sam Hickmann

Sam Hickmann

3 years ago

Nomad.xyz got exploited for $190M

Key Takeaways:

Another hack. This time was different. This is a doozy.

Why? Nomad got exploited for $190m. It was crypto's 5th-biggest hack. Ouch.

It wasn't hackers, but random folks. What happened:

A Nomad smart contract flaw was discovered. They couldn't drain the funds at once, so they tried numerous transactions. Rookie!

People noticed and copied the attack.

They just needed to discover a working transaction, substitute the other person's address with theirs, and run it.


Nomad.xyz got exploited for $190M

In a two-and-a-half-hour attack, $190M was siphoned from Nomad Bridge.

Nomad is a novel approach to blockchain interoperability that leverages an optimistic mechanism to increase the security of cross-chain communication.  — nomad.xyz

This hack was permissionless, therefore anyone could participate.

After the fatal blow, people fought over the scraps.

Cross-chain bridges remain a DeFi weakness and exploit target. When they collapse, it's typically total.

$190M...gobbled.

Unbacked assets are hurting Nomad-dependent chains. Moonbeam, EVMOS, and Milkomeda's TVLs dropped.

This incident is every-man-for-himself, although numerous whitehats exploited the issue... 

But what triggered the feeding frenzy?

How did so many pick the bones?

After a normal upgrade in June, the bridge's Replica contract was initialized with a severe security issue. The  0x00 address was a trusted root, therefore all messages were valid by default.

After a botched first attempt (costing $350k in gas), the original attacker's exploit tx called process() without first 'proving' its validity.

The process() function executes all cross-chain messages and checks the merkle root of all messages (line 185).

The upgrade caused transactions with a'messages' value of 0 (invalid, according to old logic) to be read by default as 0x00, a trusted root, passing validation as 'proven'

Any process() calls were valid. In reality, a more sophisticated exploiter may have designed a contract to drain the whole bridge.

Copycat attackers simply copied/pasted the same process() function call using Etherscan, substituting their address.

The incident was a wild combination of crowdhacking, whitehat activities, and MEV-bot (Maximal Extractable Value) mayhem.

For example, 🍉🍉🍉. eth stole $4M from the bridge, but claims to be whitehat.

Others stood out for the wrong reasons. Repeat criminal Rari Capital (Artibrum) exploited over $3M in stablecoins, which moved to Tornado Cash.

The top three exploiters (with 95M between them) are:

$47M: 0x56D8B635A7C88Fd1104D23d632AF40c1C3Aac4e3

$40M: 0xBF293D5138a2a1BA407B43672643434C43827179

$8M: 0xB5C55f76f90Cc528B2609109Ca14d8d84593590E

Here's a list of all the exploiters:

The project conducted a Quantstamp audit in June; QSP-19 foreshadowed a similar problem.

The auditor's comments that "We feel the Nomad team misinterpreted the issue" speak to a troubling attitude towards security that the project's "Long-Term Security" plan appears to confirm:

Concerns were raised about the team's response time to a live, public exploit; the team's official acknowledgement came three hours later.

"Removing the Replica contract as owner" stopped the exploit, but it was too late to preserve the cash.

Closed blockchain systems are only as strong as their weakest link.

The Harmony network is in turmoil after its bridge was attacked and lost $100M in late June.

What's next for Nomad's ecosystems?

Moonbeam's TVL is now $135M, EVMOS's is $3M, and Milkomeda's is $20M.

Loss of confidence may do more damage than $190M.

Cross-chain infrastructure is difficult to secure in a new, experimental sector. Bridge attacks can pollute an entire ecosystem or more.

Nomadic liquidity has no permanent home, so consumers will always migrate in pursuit of the "next big thing" and get stung when attentiveness wanes.

DeFi still has easy prey...

Sources: rekt.news & The Milk Road.

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Jerry Keszka

Jerry Keszka

3 years ago

10 Crazy Useful Free Websites No One Told You About But You Needed

The internet is a massive information resource. With so much stuff, it's easy to forget about useful websites. Here are five essential websites you may not have known about.

Image from Canva selected by the author. The author assumes responsibility for the copyright

1. Companies.tools

Companies.tools are what successful startups employ. This website offers a curated selection of design, research, coding, support, and feedback resources. Ct has the latest app development platform and greatest client feedback method.

2. Excel Formula Bot

Excel Formula Bot can help if you forget a formula. Formula Bot uses AI to convert text instructions into Excel formulas, so you don't have to remember them.

Just tell the Bot what to do, and it will do it. Excel Formula Bot can calculate sales tax and vacation days. When you're stuck, let the Bot help.

3.TypeLit

TypeLit helps you improve your typing abilities while reading great literature.

TypeLit.io lets you type any book or dozens of preset classics. TypeLit provides real-time feedback on accuracy and speed.

Goals and progress can be tracked. Why not improve your typing and learn great literature with TypeLit?

4. Calm Schedule

Finding a meeting time that works for everyone is difficult. Personal and business calendars might be difficult to coordinate.

Synchronize your two calendars to save time and avoid problems. You may avoid searching through many calendars for conflicts and keep your personal information secret. Having one source of truth for personal and work occasions will help you never miss another appointment.
https://calmcalendar.com/

5. myNoise

myNoise makes the outside world quieter. myNoise is the right noise for a noisy office or busy street.

If you can't locate the right noise, make it. MyNoise unlocks the world. Shut out distractions. Thank your ears.

6. Synthesia

Professional videos require directors, filmmakers, editors, and animators. Now, thanks to AI, you can generate high-quality videos without video editing experience.

AI avatars are crucial. You can design a personalized avatar using a web-based software like synthesia.io. Our avatars can lip-sync in over 60 languages, so you can make worldwide videos. There's an AI avatar for every video goal.

Not free. Amazing service, though.

7. Cleaning-up-images

Have you shot a wonderful photo just to notice something in the background? You may have a beautiful headshot but wish to erase an imperfection.

Cleanup.pictures removes undesirable objects from photos. Our algorithms will eliminate the selected object.

Cleanup.pictures can help you obtain the ideal shot every time. Next time you take images, let Cleanup.pictures fix any flaws.

8. PDF24 Tools

Editing a PDF can be a pain. Most of us don't know Adobe Acrobat's functionalities. Why buy something you'll rarely use? Better options exist.

PDF24 is an online PDF editor that's free and subscription-free. Rotate, merge, split, compress, and convert PDFs in your browser. PDF24 makes document signing easy.

Upload your document, sign it (or generate a digital signature), and download it. It's easy and free. PDF24 is a free alternative to pricey PDF editing software.

9. Class Central

Finding online classes is much easier. Class Central has classes from Harvard, Stanford, Coursera, Udemy, and Google, Amazon, etc. in one spot.

Whether you want to acquire a new skill or increase your knowledge, you'll find something. New courses bring variety.

10. Rome2rio

Foreign travel offers countless transport alternatives. How do you get from A to B? It’s easy!

Rome2rio will show you the best method to get there, including which mode of transport is ideal.

  • Plane

  • Car

  • Train

  • Bus

  • Ferry

  • Driving

  • Shared bikes

  • Walking

Do you know any free, useful websites?

James White

James White

3 years ago

Ray Dalio suggests reading these three books in 2022.

An inspiring reading list

Wikimedia Commons

I'm no billionaire or hedge-fund manager. My bank account doesn't have millions. Ray Dalio's love of reading motivates me to think differently.

Here are some books recommended by Ray Dalio. Each influenced me. Hope they'll help you.

Sapiens by Yuval Noah Harari

Page Count: 512
Rating on Goodreads: 4.39

My favorite nonfiction book.

Sapiens explores human evolution. It explains how Homo Sapiens developed from hunter-gatherers to a dominant species. Amazing!

Sapiens will teach you about human history. Yuval Noah Harari has a follow-up book on human evolution.

Goodreads

My favorite book quotes are:

  • The tendency for luxuries to turn into necessities and give rise to new obligations is one of history's few unbreakable laws.

  • Happiness is not dependent on material wealth, physical health, or even community. Instead, it depends on how closely subjective expectations and objective circumstances align.

  • The romantic comparison between today's industry, which obliterates the environment, and our forefathers, who coexisted well with nature, is unfounded. Homo sapiens held the record among all organisms for eradicating the most plant and animal species even before the Industrial Revolution. The unfortunate distinction of being the most lethal species in the history of life belongs to us.

The Power Of Habit by Charles Duhigg

Page Count: 375
Rating on Goodreads: 4.13

Great book: The Power Of Habit. It illustrates why habits are everything. The book explains how healthier habits can improve your life, career, and society.

The Power of Habit rocks. It's a great book on productivity. Its suggestions helped me build healthier behaviors (and drop bad ones).

Read ASAP!

Goodreads

My favorite book quotes are:

  • Change may not occur quickly or without difficulty. However, almost any behavior may be changed with enough time and effort.

  • People who exercise begin to eat better and produce more at work. They are less smokers and are more patient with friends and family. They claim to feel less anxious and use their credit cards less frequently. A fundamental habit that sparks broad change is exercise.

  • Habits are strong but also delicate. They may develop independently of our awareness or may be purposefully created. They frequently happen without our consent, but they can be altered by changing their constituent pieces. They have a much greater influence on how we live than we realize; in fact, they are so powerful that they cause our brains to adhere to them above all else, including common sense.

Tribe Of Mentors by Tim Ferriss

Page Count: 561
Rating on Goodreads: 4.06

Unusual book structure. It's worth reading if you want to learn from successful people.

The book is Q&A-style. Tim questions everyone. Each chapter features a different person's life-changing advice. In the book, Pressfield, Willink, Grylls, and Ravikant are interviewed.

Amazing!

Goodreads

My favorite book quotes are:

  • According to one's courage, life can either get smaller or bigger.

  • Don't engage in actions that you are aware are immoral. The reputation you have with yourself is all that constitutes self-esteem. Always be aware.

  • People mistakenly believe that focusing means accepting the task at hand. However, that is in no way what it represents. It entails rejecting the numerous other worthwhile suggestions that exist. You must choose wisely. Actually, I'm just as proud of the things we haven't accomplished as I am of what I have. Saying no to 1,000 things is what innovation is.

Jano le Roux

Jano le Roux

3 years ago

Here's What I Learned After 30 Days Analyzing Apple's Microcopy

Move people with tiny words.

Apple fanboy here.

  • Macs are awesome.

  • Their iPhones rock.

  • $19 cloths are great.

  • $999 stands are amazing.

I love Apple's microcopy even more.

It's like the marketing goddess bit into the Apple logo and blessed the world with microcopy.

I took on a 30-day micro-stalking mission.

Every time I caught myself wasting time on YouTube, I had to visit Apple’s website to learn the secrets of the marketing goddess herself.

We've learned. Golden apples are calling.

Cut the friction

Benefit-first, not commitment-first.

Brands lose customers through friction.

Most brands don't think like customers.

  • Brands want sales.

  • Brands want newsletter signups.

Here's their microcopy:

  • “Buy it now.”

  • “Sign up for our newsletter.”

Both are difficult. They ask for big commitments.

People are simple creatures. Want pleasure without commitment.

Apple nails this.

So, instead of highlighting the commitment, they highlight the benefit of the commitment.

Saving on the latest iPhone sounds easier than buying it. Everyone saves, but not everyone buys.

A subtle change in framing reduces friction.

Apple eliminates customer objections to reduce friction.

Less customer friction means simpler processes.

Apple's copy expertly reassures customers about shipping fees and not being home. Apple assures customers that returning faulty products is easy.

Apple knows that talking to a real person is the best way to reduce friction and improve their copy.

Always rhyme

Learn about fine rhyme.

Poets make things beautiful with rhyme.

Copywriters use rhyme to stand out.

Apple’s copywriters have mastered the art of corporate rhyme.

Two techniques are used.

1. Perfect rhyme

Here, rhymes are identical.

2. Imperfect rhyme

Here, rhyming sounds vary.

Apple prioritizes meaning over rhyme.

Apple never forces rhymes that don't fit.

It fits so well that the copy seems accidental.

Add alliteration

Alliteration always entertains.

Alliteration repeats initial sounds in nearby words.

Apple's copy uses alliteration like no other brand I've seen to create a rhyming effect or make the text more fun to read.

For example, in the sentence "Sam saw seven swans swimming," the initial "s" sound is repeated five times. This creates a pleasing rhythm.

Microcopy overuse is like pouring ketchup on a Michelin-star meal.

Alliteration creates a memorable phrase in copywriting. It's subtler than rhyme, and most people wouldn't notice; it simply resonates.

I love how Apple uses alliteration and contrast between "wonders" and "ease".

Assonance, or repeating vowels, isn't Apple's thing.

You ≠ Hero, Customer = Hero

Your brand shouldn't be the hero.

Because they'll be using your product or service, your customer should be the hero of your copywriting. With your help, they should feel like they can achieve their goals.

I love how Apple emphasizes what you can do with the machine in this microcopy.

It's divine how they position their tools as sidekicks to help below.

This one takes the cake:

Dialogue-style writing

Conversational copy engages.

Excellent copy Like sharing gum with a friend.

This helps build audience trust.

Apple does this by using natural connecting words like "so" and phrases like "But that's not all."

Snowclone-proof

The mother of all microcopy techniques.

A snowclone uses an existing phrase or sentence to create a new one. The new phrase or sentence uses the same structure but different words.

It’s usually a well know saying like:

To be or not to be.

This becomes a formula:

To _ or not to _.

Copywriters fill in the blanks with cause-related words. Example:

To click or not to click.

Apple turns "survival of the fittest" into "arrival of the fittest."

It's unexpected and surprises the reader.


So this was fun.

But my fun has just begun.

Microcopy is 21st-century poetry.

I came as an Apple fanboy.

I leave as an Apple fanatic.

Now I’m off to find an apple tree.

Cause you know how it goes.

(Apples, trees, etc.)


This post is a summary. Original post available here.