Integrity
Write
Loading...
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

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.

Scott Hickmann

Scott Hickmann

3 years ago

Welcome

Welcome to Integrity's Web3 community!

Tim Denning

Tim Denning

2 years ago

The Dogecoin millionaire mysteriously disappeared.

The American who bought a meme cryptocurrency.

Cryptocurrency is the financial underground.

I love it. But there’s one thing I hate: scams. Over the last few years the Dogecoin cryptocurrency saw massive gains.

Glauber Contessoto overreacted. He shared his rags-to-riches cryptocurrency with the media.

He's only wealthy on paper. No longer Dogecoin millionaire.

Here's what he's doing now. It'll make you rethink cryptocurrency investing.

Strange beginnings

Glauber once had a $36,000-a-year job.

He grew up poor and wanted to make his mother proud. Tesla was his first investment. He bought GameStop stock after Reddit boosted it.

He bought whatever was hot.

He was a young investor. Memes, not research, influenced his decisions.

Elon Musk (aka Papa Elon) began tweeting about Dogecoin.

Doge is a 2013 cryptocurrency. One founder is Australian. He insists it's funny.

He was shocked anyone bought it LOL.

Doge is a Shiba Inu-themed meme. Now whenever I see a Shiba Inu, I think of Doge.

Elon helped drive up the price of Doge by talking about it in 2020 and 2021 (don't take investment advice from Elon; he's joking and gaslighting you).

Glauber caved. He invested everything in Doge. He borrowed from family and friends. He maxed out his credit card to buy more Doge. Yuck.

Internet dubbed him a genius. Slumdog millionaire and The Dogefather were nicknames. Elon pumped Doge on social media.

Good times.

From $180,000 to $1,000,000+

TikTok skyrocketed Doge's price.

Reddit fueled up. Influencers recommended buying Doge because of its popularity. Glauber's motto:

Scared money doesn't earn.

Glauber was no broke ass anymore.

His $180,000 Dogecoin investment became $1M. He championed investing. He quit his dumb job like a rebellious millennial.

A puppy dog meme captivated the internet.

Rise and fall

Whenever I invest in anything I ask myself “what utility does this have?”

Dogecoin is useless.

You buy it for the cute puppy face and hope others will too, driving up the price. All cryptocurrencies fell in 2021's second half.

Central banks raised interest rates, and inflation became a pain.

Dogecoin fell more than others. 90% decline.

Glauber’s Dogecoin is now worth $323K. Still no sales. His dog god is unshakeable. Confidence rocks. Dogecoin millionaire recently said...

“I should have sold some.”

Yes, sir.

He now avoids speculative cryptocurrencies like Dogecoin and focuses on Bitcoin and Ethereum.

I've long said this. Starbucks is building on Ethereum.

It's useful. Useful. Developers use Ethereum daily. Investing makes you wiser over time, like the Dogecoin millionaire.

When risk b*tch slaps you, humility follows, as it did for me when I lost money.

You have to lose money to make money. Few understand.

Dogecoin's omissions

You might be thinking Dogecoin is crap.

I'll take a contrarian stance. Dogecoin does nothing, but it has a strong community. Dogecoin dominates internet memes.

It's silly.

Not quite. The message of crypto that many people forget is that it’s a change in business model.

Businesses create products and services, then advertise to find customers. Crypto Web3 works backwards. A company builds a fanbase but sells them nothing.

Once the community reaches MVC (minimum viable community), a business can be formed.

Community members are relational versus transactional. They're invested in a cause and care about it (typically ownership in the business via crypto).

In this new world, Dogecoin has the most important feature.

Summary

While Dogecoin does have a community I still dislike it.

It's all shady. Anything Elon Musk recommends is a bad investment (except SpaceX & Tesla are great companies).

Dogecoin Millionaire has wised up and isn't YOLOing into more dog memes.

Don't follow the crowd or the hype. Investing is a long-term sport based on fundamentals and research.

Since Ethereum's inception, I've spent 10,000 hours researching.

Dogecoin will be the foundation of something new, like Pets.com at the start of the dot-com revolution. But I doubt Doge will boom.

Be safe!

You might also like

Aaron Dinin, PhD

Aaron Dinin, PhD

2 years ago

Are You Unintentionally Creating the Second Difficult Startup Type?

Most don't understand the issue until it's too late.

Image courtesy Andrea Piacquadio via Pexels

My first startup was what entrepreneurs call the hardest. A two-sided marketplace.

Two-sided marketplaces are the hardest startups because founders must solve the chicken or the egg conundrum.

A two-sided marketplace needs suppliers and buyers. Without suppliers, buyers won't come. Without buyers, suppliers won't come. An empty marketplace and a founder striving to gain momentum result.

My first venture made me a struggling founder seeking to achieve traction for a two-sided marketplace. The company failed, and I vowed never to start another like it.

I didn’t. Unfortunately, my second venture was almost as hard. It failed like the second-hardest startup.

What kind of startup is the second-hardest?

The second-hardest startup, which is almost as hard to develop, is rarely discussed in the startup community. Because of this, I predict more founders fail each year trying to develop the second-toughest startup than the hardest.

Fairly, I have no proof. I see many startups, so I have enough of firsthand experience. From what I've seen, for every entrepreneur developing a two-sided marketplace, I'll meet at least 10 building this other challenging startup.

I'll describe a startup I just met with its two co-founders to explain the second hardest sort of startup and why it's so hard. They created a financial literacy software for parents of high schoolers.

The issue appears plausible. Children struggle with money. Parents must teach financial responsibility. Problems?

It's possible.

Buyers and users are different.

Buyer-user mismatch.

The financial literacy app I described above targets parents. The parent doesn't utilize the app. Child is end-user. That may not seem like much, but it makes customer and user acquisition and onboarding difficult for founders.

The difficulty of a buyer-user imbalance

The company developing a product faces a substantial operational burden when the buyer and end customer are different. Consider classic firms where the buyer is the end user to appreciate that responsibility.

Entrepreneurs selling directly to end users must educate them about the product's benefits and use. Each demands a lot of time, effort, and resources.

Imagine selling a financial literacy app where the buyer and user are different. To make the first sale, the entrepreneur must establish all the items I mentioned above. After selling, the entrepreneur must supply a fresh set of resources to teach, educate, or train end-users.

Thus, a startup with a buyer-user mismatch must market, sell, and train two organizations at once, requiring twice the work with the same resources.

The second hardest startup is hard for reasons other than the chicken-or-the-egg conundrum. It takes a lot of creativity and luck to solve the chicken-or-egg conundrum.

The buyer-user mismatch problem cannot be overcome by innovation or luck. Buyer-user mismatches must be solved by force. Simply said, when a product buyer is different from an end-user, founders have a lot more work. If they can't work extra, their companies fail.

Jano le Roux

Jano le Roux

3 years ago

Quit worrying about Twitter: Elon moves quickly before refining

Elon's rides start rough, but then...

Illustration

Elon Musk has never been so hated.

They don’t get Elon.

  • He began using PayPal in this manner.

  • He began with SpaceX in a similar manner.

  • He began with Tesla in this manner.

Disruptive.

Elon had rocky starts. His creativity requires it. Just like writing a first draft.

His fastest way to find the way is to avoid it.

PayPal's pricey launch

PayPal was a 1999 business flop.

They were considered insane.

Elon and his co-founders had big plans for PayPal. They adopted the popular philosophy of the time, exchanging short-term profit for growth, and pulled off a miracle just before the bubble burst.

PayPal was created as a dollar alternative. Original PayPal software allowed PalmPilot money transfers. Unfortunately, there weren't enough PalmPilot users.

Since everyone had email, the company emailed payments. Costs rose faster than sales.

The startup wanted to get a million subscribers by paying $10 to sign up and $10 for each referral. Elon thought the price was fair because PayPal made money by charging transaction fees. They needed to make money quickly.

A Wall Street Journal article valuing PayPal at $500 million attracted investors. The dot-com bubble burst soon after they rushed to get financing.

Musk and his partners sold PayPal to eBay for $1.5 billion in 2002. Musk's most successful company was PayPal.

SpaceX's start-up error

Elon and his friends bought a reconditioned ICBM in Russia in 2002.

He planned to invest much of his wealth in a stunt to promote NASA and space travel.

Many called Elon crazy.

The goal was to buy a cheap Russian rocket to launch mice or plants to Mars and return them. He thought SpaceX would revive global space interest. After a bad meeting in Moscow, Elon decided to build his own rockets to undercut launch contracts.

Then SpaceX was founded.

Elon’s plan was harder than expected.

Explosions followed explosions.

  • Millions lost on cargo.

  • Millions lost on the rockets.

Investors thought Elon was crazy, but he wasn't.

NASA's biggest competitor became SpaceX. NASA hired SpaceX to handle many of its missions.

Tesla's shaky beginning

Tesla began shakily.

  • Clients detested their roadster.

  • They continued to miss deadlines.

Lotus would handle the car while Tesla focused on the EV component, easing Tesla's entry. The business experienced elegance creep. Modifying specific parts kept the car from getting worse.

Cost overruns, delays, and other factors changed the Elise-like car's appearance. Only 7% of the Tesla Roadster's parts matched its Lotus twin.

Tesla was about to die.

Elon saved the mess as CEO.

He fired 25% of the workforce to reduce costs.

Elon Musk transformed Tesla into the world's most valuable automaker by running it like a startup.

Tesla hasn't spent a dime on advertising. They let the media do the talking by investing in innovation.

Elon sheds. Elon tries. Elon learns. Elon refines.

Twitter doesn't worry me.

The media is shocked. I’m not.

This is just Elon being Elon.

  • Elon makes lean.

  • Elon tries new things.

  • Elon listens to feedback.

  • Elon refines.

Besides Twitter will always be Twitter.

Jon Brosio

Jon Brosio

3 years ago

You can learn more about marketing from these 8 copywriting frameworks than from a college education.

Email, landing pages, and digital content

Photo by Ron Lach from Pexels

Today's most significant skill:

Copywriting.

Unfortunately, most people don't know how to write successful copy because they weren't taught in school.

I've been obsessed with copywriting for two years. I've read 15 books, completed 3 courses, and studied internet's best digital entrepreneurs.

Here are 8 copywriting frameworks that educate more than a four-year degree.

1. Feature — Advantage — Benefit (F.A.B)

This is the most basic copywriting foundation. Email marketing, landing page copy, and digital video ads can use it.

F.A.B says:

  • How it works (feature)

  • which is helpful (advantage)

  • What's at stake (benefit)

The Hustle uses this framework on their landing page to convince people to sign up:

Courtesy | Thehustle.co

2. P. A. S. T. O. R.

This framework is for longer-form copywriting. PASTOR uses stories to engage with prospects. It explains why people should buy this offer.

PASTOR means:

  • Problem

  • Amplify

  • Story

  • Testimonial

  • Offer

  • Response

Dan Koe's landing page is a great example. It shows PASTOR frame-by-frame.

Courtesy | Dan Koe

3. Before — After — Bridge

Before-after-bridge is a copywriting framework that draws attention and shows value quickly.

This framework highlights:

  • where you are

  • where you want to be

  • how to get there

Works great for: Email threads/landing pages

Zain Kahn utilizes this framework to write viral threads.

Courtesy | Zain Kahn

4. Q.U.E.S.T

QUEST is about empathetic writing. You know their issues, obstacles, and headaches. This allows coverups.

QUEST:

  • Qualifies

  • Understands

  • Educates

  • Stimulates

  • Transitions

Tom Hirst's landing page uses the QUEST framework.

Courtesy | Tom Hirst

5. The 4P’s model

The 4P’s approach pushes your prospect to action. It educates and persuades quickly.

4Ps:

  • The problem the visitor is dealing with

  • The promise that will help them

  • The proof the promise works

  • push towards action

Mark Manson is a bestselling author, digital creator, and pop-philosopher. He's also a great copywriter, and his membership offer uses the 4P’s framework.

Courtesy | Mark Manson

6. Problem — Agitate — Solution (P.A.S)

Up-and-coming marketers should understand problem-agitate-solution copywriting. Once you understand one structure, others are easier. It drives passion and presents a clear solution.

PAS outlines:

  • The issue the visitor is having

  • It then intensifies this issue through emotion.

  • finally offers an answer to that issue (the offer)

The customer's story loops. Nicolas Cole and Dickie Bush use PAS to promote Ship 30 for 30.

Courtesy | ship30for30.com

7. Star — Story — Solution (S.S.S)

PASTOR + PAS = star-solution-story. Like PAS, it employs stories to persuade.

S.S.S. is effective storytelling:

  • Star: (Person had a problem)

  • Story: (until they had a breakthrough)

  • Solution: (That created a transformation)

Ali Abdaal is a YouTuber with a great S.S.S copy.

Courtesy | Ali Abdaal

8. Attention — Interest — Desire — Action

AIDA is another classic. This copywriting framework is great for fast-paced environments (think all digital content on Linkedin, Twitter, Medium, etc.).

It works with:

  • Page landings

  • writing on thread

  • Email

It's a good structure since it's concise, attention-grabbing, and action-oriented.

Shane Martin, Twitter's creator, uses this approach to create viral content.

Courtesy | Shane Martin

TL;DR

8 copywriting frameworks that teach marketing better than a four-year degree

  • Feature-advantage-benefit

  • Before-after-bridge

  • Star-story-solution

  • P.A.S.T.O.R

  • Q.U.E.S.T

  • A.I.D.A

  • P.A.S

  • 4P’s