Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
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More on Web3 & Crypto
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.

Jeff John Roberts
3 years ago
Jack Dorsey and Jay-Z Launch 'Bitcoin Academy' in Brooklyn rapper's home
The new Bitcoin Academy will teach Jay-Marcy Z's Houses neighbors "What is Cryptocurrency."
Jay-Z grew up in Brooklyn's Marcy Houses. The rapper and Block CEO Jack Dorsey are giving back to his hometown by creating the Bitcoin Academy.
The Bitcoin Academy will offer online and in-person classes, including "What is Money?" and "What is Blockchain?"
The program will provide participants with a mobile hotspot and a small amount of Bitcoin for hands-on learning.
Students will receive dinner and two evenings of instruction until early September. The Shawn Carter Foundation will help with on-the-ground instruction.
Jay-Z and Dorsey announced the program Thursday morning. It will begin at Marcy Houses but may be expanded.
Crypto Blockchain Plug and Black Bitcoin Billionaire, which has received a grant from Block, will teach the classes.
Jay-Z, Dorsey reunite
Jay-Z and Dorsey have previously worked together to promote a Bitcoin and crypto-based future.
In 2021, Dorsey's Block (then Square) acquired the rapper's streaming music service Tidal, which they propose using for NFT distribution.
Dorsey and Jay-Z launched an endowment in 2021 to fund Bitcoin development in Africa and India.
Dorsey is funding the new Bitcoin Academy out of his own pocket (as is Jay-Z), but he's also pushed crypto-related charitable endeavors at Block, including a $5 million fund backed by corporate Bitcoin interest.
This post is a summary. Read full article here

Yogesh Rawal
3 years ago
Blockchain to solve growing privacy challenges
Most online activity is now public. Businesses collect, store, and use our personal data to improve sales and services.
In 2014, Uber executives and employees were accused of spying on customers using tools like maps. Another incident raised concerns about the use of ‘FaceApp'. The app was created by a small Russian company, and the photos can be used in unexpected ways. The Cambridge Analytica scandal exposed serious privacy issues. The whole incident raised questions about how governments and businesses should handle data. Modern technologies and practices also make it easier to link data to people.
As a result, governments and regulators have taken steps to protect user data. The General Data Protection Regulation (GDPR) was introduced by the EU to address data privacy issues. The law governs how businesses collect and process user data. The Data Protection Bill in India and the General Data Protection Law in Brazil are similar.
Despite the impact these regulations have made on data practices, a lot of distance is yet to cover.
Blockchain's solution
Blockchain may be able to address growing data privacy concerns. The technology protects our personal data by providing security and anonymity. The blockchain uses random strings of numbers called public and private keys to maintain privacy. These keys allow a person to be identified without revealing their identity. Blockchain may be able to ensure data privacy and security in this way. Let's dig deeper.
Financial transactions
Online payments require third-party services like PayPal or Google Pay. Using blockchain can eliminate the need to trust third parties. Users can send payments between peers using their public and private keys without providing personal information to a third-party application. Blockchain will also secure financial data.
Healthcare data
Blockchain technology can give patients more control over their data. There are benefits to doing so. Once the data is recorded on the ledger, patients can keep it secure and only allow authorized access. They can also only give the healthcare provider part of the information needed.
The major challenge
We tried to figure out how blockchain could help solve the growing data privacy issues. However, using blockchain to address privacy concerns has significant drawbacks. Blockchain is not designed for data privacy. A ‘distributed' ledger will be used to store the data. Another issue is the immutability of blockchain. Data entered into the ledger cannot be changed or deleted. It will be impossible to remove personal data from the ledger even if desired.
MIT's Enigma Project aims to solve this. Enigma's ‘Secret Network' allows nodes to process data without seeing it. Decentralized applications can use Secret Network to use encrypted data without revealing it.
Another startup, Oasis Labs, uses blockchain to address data privacy issues. They are working on a system that will allow businesses to protect their customers' data.
Conclusion
Blockchain technology is already being used. Several governments use blockchain to eliminate centralized servers and improve data security. In this information age, it is vital to safeguard our data. How blockchain can help us in this matter is still unknown as the world explores the technology.
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Jess Rifkin
3 years ago
As the world watches the Russia-Ukraine border situation, This bill would bar aid to Ukraine until the Mexican border is secured.
Although Mexico and Ukraine are thousands of miles apart, this legislation would link their responses.
Context
Ukraine was a Soviet republic until 1991. A significant proportion of the population, particularly in the east, is ethnically Russian. In February, the Russian military invaded Ukraine, intent on overthrowing its democratically elected government.
This could be the biggest European land invasion since WWII. In response, President Joe Biden sent 3,000 troops to NATO countries bordering Ukraine to help with Ukrainian refugees, with more troops possible if the situation worsened.
In July 2021, the US Border Patrol reported its highest monthly encounter total since March 2000. Some Republicans compare Biden's response to the Mexican border situation to his response to the Ukrainian border situation, though the correlation is unclear.
What the bills do
Two new Republican bills seek to link the US response to Ukraine to the situation in Mexico.
The Secure America's Borders First Act would prohibit federal funding for Ukraine until the US-Mexico border is “operationally controlled,” including a wall as promised by former President Donald Trump. (The bill even mandates a 30-foot-high wall.)
The USB (Ukraine and Southern Border) Act, introduced on February 8 by Rep. Matt Rosendale (R-MT0), would allow the US to support Ukraine, but only if the number of Armed Forces deployed there is less than the number deployed to the Mexican border. Madison Cawthorne introduced H.R. 6665 on February 9th (R-NC11).
What backers say
Supporters argue that even if the US should militarily assist Ukraine, our own domestic border situation should take precedence.
After failing to secure our own border and protect our own territorial integrity, ‘America Last' politicians on both sides of the aisle now tell us that we must do so for Ukraine. “Before rushing America into another foreign conflict over an Eastern European nation's border thousands of miles from our shores, they should first secure our southern border.”
“If Joe Biden truly cared about Americans, he would prioritize national security over international affairs,” Rep. Cawthorn said in a separate press release. The least we can do to secure our own country is send the same number of troops to the US-Mexico border to assist our border patrol agents working diligently to secure America.
What opponents say
The president has defended his Ukraine and Mexico policies, stating that both seek peace and diplomacy.
Our nations [the US and Mexico] have a long and complicated history, and we haven't always been perfect neighbors, but we have seen the power and purpose of cooperation,” Biden said in 2021. “We're safer when we work together, whether it's to manage our shared border or stop the pandemic. [In both the Obama and Biden administration], we made a commitment that we look at Mexico as an equal, not as somebody who is south of our border.”
No mistake: If Russia goes ahead with its plans, it will be responsible for a catastrophic and unnecessary war of choice. To protect our collective security, the United States and our allies are ready to defend every inch of NATO territory. We won't send troops into Ukraine, but we will continue to support the Ukrainian people... But, I repeat, Russia can choose diplomacy. It is not too late to de-escalate and return to the negotiating table.”
Odds of passage
The Secure America's Borders First Act has nine Republican sponsors. Either the House Armed Services or Foreign Affairs Committees may vote on it.
Rep. Paul Gosar, a Republican, co-sponsored the USB Act (R-AZ4). The House Armed Services Committee may vote on it.
With Republicans in control, passage is unlikely.

Scott Galloway
3 years ago
Attentive
From oil to attention.
Oil has been the most important commodity for a century. It's sparked wars. Pearl Harbor was a preemptive strike to guarantee Japanese access to Indonesian oil, and it made desert tribes rich. Oil's heyday is over. From oil to attention.
We talked about an information economy. In an age of abundant information, what's scarce? Attention. Scale of the world's largest enterprises, wealth of its richest people, and power of governments all stem from attention extraction, monetization, and custody.
Attention-grabbing isn't new. Humans have competed for attention and turned content into wealth since Aeschylus' Oresteia. The internal combustion engine, industrial revolutions in mechanization and plastics, and the emergence of a mobile Western lifestyle boosted oil. Digitization has put wells in pockets, on automobile dashboards, and on kitchen counters, drilling for attention.
The most valuable firms are attention-seeking enterprises, not oil companies. Big Tech dominates the top 4. Tech and media firms are the sheikhs and wildcatters who capture our attention. Blood will flow as the oil economy rises.
Attention to Detail
More than IT and media companies compete for attention. Podcasting is a high-growth, low-barrier-to-entry chance for newbies to gain attention and (for around 1%) make money. Conferences are good for capturing in-person attention. Salesforce paid $30 billion for Slack's dominance of workplace attention, while Spotify is transforming music listening attention into a media platform.
Conferences, newsletters, and even music streaming are artisan projects. Even 130,000-person Comic Con barely registers on the attention economy's Richter scale. Big players have hundreds of millions of monthly users.
Supermajors
Even titans can be disrupted in the attention economy. TikTok is fracking king Chesapeake Energy, a rule-breaking insurgent with revolutionary extraction technologies. Attention must be extracted, processed, and monetized. Innovators disrupt the attention economy value chain.
Attention pre-digital Entrepreneurs commercialized intriguing or amusing stuff like a newspaper or TV show through subscriptions and ads. Digital storage and distribution's limitless capacity drove the initial wave of innovation. Netflix became dominant by releasing old sitcoms and movies. More ad-free content gained attention. By 2016, Netflix was greater than cable TV. Linear scale, few network effects.
Social media introduced two breakthroughs. First, users produced and paid for content. Netflix's economics are dwarfed by TikTok and YouTube, where customers create the content drill rigs that the platforms monetize.
Next, social media businesses expanded content possibilities. Twitter, Facebook, and Reddit offer traditional content, but they transform user comments into more valuable (addictive) emotional content. By emotional resonance, I mean they satisfy a craving for acceptance or anger us. Attention and emotion are mined from comments/replies, piss-fights, and fast-brigaded craziness. Exxon has turned exhaust into heroin. Should we be so linked without a commensurate presence? You wouldn't say this in person. Anonymity allows fraudulent accounts and undesirable actors, which platforms accept to profit from more pollution.
FrackTok
A new entrepreneur emerged as ad-driven social media anger contaminated the water table. TikTok is remaking the attention economy. Short-form video platform relies on user-generated content, although delivery is narrower and less social.
Netflix grew on endless options. Choice requires cognitive effort. TikTok is the least demanding platform since TV. App video plays when opened. Every video can be skipped with a swipe. An algorithm watches how long you watch, what you finish, and whether you like or follow to create a unique streaming network. You can follow creators and respond, but the app is passive. TikTok's attention economy recombination makes it apex predator. The app has more users than Facebook and Instagram combined. Among teens, it's overtaking the passive king, TV.
Externalities
Now we understand fossil fuel externalities. A carbon-based economy has harmed the world. Fracking brought large riches and rebalanced the oil economy, but at a cost: flammable water, earthquakes, and chemical leaks.
TikTok has various concerns associated with algorithmically generated content and platforms. A Wall Street Journal analysis discovered new accounts listed as belonging to 13- to 15-year-olds would swerve into rabbitholes of sex- and drug-related films in mere days. TikTok has a unique externality: Chinese Communist Party ties. Our last two presidents realized the relationship's perils. Concerned about platform's propaganda potential.
No evidence suggests the CCP manipulated information to harm American interests. A headjack implanted on America's youth, who spend more time on TikTok than any other network, connects them to a neural network that may be modified by the CCP. If the product and ownership can't be separated, the app should be banned. Putting restrictions near media increases problems. We should have a reciprocal approach with China regarding media firms. Ban TikTok
It was a conference theme. I anticipated Axel Springer CEO Mathias Döpfner to say, "We're watching them." (That's CEO protocol.) TikTok should be outlawed in every democracy as an espionage tool. Rumored regulations could lead to a ban, and FCC Commissioner Brendan Carr pushes for app store prohibitions. Why not restrict Chinese propaganda? Some disagree: Several renowned tech writers argued my TikTok diatribe last week distracted us from privacy and data reform. The situation isn't zero-sum. I've warned about Facebook and other tech platforms for years. Chewing gum while walking is possible.
The Future
Is TikTok the attention-economy titans' final evolution? The attention economy acts like it. No original content. CNN+ was unplugged, Netflix is losing members and has lost 70% of its market cap, and households are canceling cable and streaming subscriptions in historic numbers. Snap Originals closed in August after YouTube Originals in January.
Everyone is outTik-ing the Tok. Netflix debuted Fast Laughs, Instagram Reels, YouTube Shorts, Snap Spotlight, Roku The Buzz, Pinterest Watch, and Twitter is developing a TikTok-like product. I think they should call it Vine. Just a thought.
Meta's internal documents show that users spend less time on Instagram Reels than TikTok. Reels engagement is dropping, possibly because a third of the videos were generated elsewhere (usually TikTok, complete with watermark). Meta has tried to downrank these videos, but they persist. Users reject product modifications. Kim Kardashian and Kylie Jenner posted a meme urging Meta to Make Instagram Instagram Again, resulting in 312,000 signatures. Mark won't hear the petition. Meta is the fastest follower in social (see Oculus and legless hellscape fever nightmares). Meta's stock is at a five-year low, giving those who opposed my demands to break it up a compelling argument.
Blue Pill
TikTok's short-term dominance in attention extraction won't be stopped by anyone who doesn't hear Hail to the Chief every time they come in. Will TikTok still be a supermajor in five years? If not, YouTube will likely rule and protect Kings Landing.
56% of Americans regularly watch YouTube. Compared to Facebook and TikTok, 95% of teens use Instagram. YouTube users upload more than 500 hours of video per minute, a number that's likely higher today. Last year, the platform garnered $29 billion in advertising income, equivalent to Netflix's total.
Business and biology both value diversity. Oil can be found in the desert, under the sea, or in the Arctic. Each area requires a specific ability. Refiners turn crude into gas, lubricants, and aspirin. YouTube's variety is unmatched. One-second videos to 12-hour movies. Others are studio-produced. (My Bill Maher appearance was edited for YouTube.)
You can dispute in the comment section or just stream videos. YouTube is used for home improvement, makeup advice, music videos, product reviews, etc. You can load endless videos on a topic or creator, subscribe to your favorites, or let the suggestion algo take over. YouTube relies on user content, but it doesn't wait passively. Strategic partners advise 12,000 creators. According to a senior director, if a YouTube star doesn’t post once week, their manager is “likely to know why.”
YouTube's kevlar is its middle, especially for creators. Like TikTok, users can start with low-production vlogs and selfie videos. As your following expands, so does the scope of your production, bringing longer videos, broadcast-quality camera teams and performers, and increasing prices. MrBeast, a YouTuber, is an example. MrBeast made gaming videos and YouTube drama comments.
Donaldson's YouTube subscriber base rose. MrBeast invests earnings to develop impressive productions. His most popular video was a $3.5 million Squid Game reenactment (the cost of an episode of Mad Men). 300 million people watched. TikTok's attention-grabbing tech is too limiting for this type of material. Now, Donaldson is focusing on offline energy with a burger restaurant and cloud kitchen enterprise.
Steps to Take
Rapid wealth growth has externalities. There is no free lunch. OK, maybe caffeine. The externalities are opaque, and the parties best suited to handle them early are incentivized to construct weapons of mass distraction to postpone and obfuscate while achieving economic security for themselves and their families. The longer an externality runs unchecked, the more damage it causes and the more it costs to fix. Vanessa Pappas, TikTok's COO, didn't shine before congressional hearings. Her comms team over-consulted her and said ByteDance had no headquarters because it's scattered. Being full of garbage simply promotes further anger against the company and the awkward bond it's built between the CCP and a rising generation of American citizens.
This shouldn't distract us from the (still existent) harm American platforms pose to our privacy, teenagers' mental health, and civic dialogue. Leaders of American media outlets don't suffer from immorality but amorality, indifference, and dissonance. Money rain blurs eyesight.
Autocratic governments that undermine America's standing and way of life are immoral. The CCP has and will continue to use all its assets to harm U.S. interests domestically and abroad. TikTok should be spun to Western investors or treated the way China treats American platforms: kicked out.
So rich,

Pat Vieljeux
3 years ago
In 5 minutes, you can tell if a startup will succeed.
Or the “lie to me” method.

I can predict a startup's success in minutes.
Just interview its founder.
Ask "why?"
I question "why" till I sense him.
I need to feel the person I have in front of me. I need to know if he or she can deliver. Startups aren't easy. Without abilities, a brilliant idea will fail.
Good entrepreneurs have these qualities: He's a leader, determined, and resilient.
For me, they can be split in two categories.
The first entrepreneur aspires to live meaningfully. The second wants to get rich. The second is communicative. He wants to wow the crowd. He's motivated by the thought of one day sailing a boat past palm trees and sunny beaches.
What drives the first entrepreneur is evident in his speech, face, and voice. He will not speak about his product. He's (nearly) uninterested. He's not selling anything. He's not a salesman. He wants to succeed. The product is his fuel.
He'll explain his decision. He'll share his motivations. His desire. And he'll use meaningful words.
Paul Ekman has shown that face expressions aren't cultural. His study influenced the American TV series "lie to me" about body language and speech.
Passionate entrepreneurs are obvious. It's palpable. Faking passion is tough. Someone who wants your favor and money will expose his actual motives through his expressions and language.
The good liar will be able to fool you for a while, but not for long if you pay attention to his body language and how he expresses himself.
And also, if you look at his business plan.
His business plan reveals his goals. Read between the lines.
Entrepreneur 1 will focus on his "why", whereas Entrepreneur 2 will focus on the "how".
Entrepreneur 1 will develop a vision-driven culture.
The second, on the other hand, will focus on his EBITDA.
Why is the culture so critical? Because it will allow entrepreneur 1 to develop a solid team that can tackle his problems and trials. His team's "why" will keep them together in tough times.
"Give me a terrific start-up team with a mediocre idea over a weak one any day." Because a great team knows when to pivot and trusts each other. Weak teams fail.” — Bernhard Schroeder
Closings thoughts
Every VC must ask Why. Entrepreneur's motivations. This "why" will create the team's culture. This culture will help the team adjust to any setback.
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