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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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Yusuf Ibrahim
4 years ago
How to sell 10,000 NFTs on OpenSea for FREE (Puppeteer/NodeJS)
So you've finished your NFT collection and are ready to sell it. Except you can't figure out how to mint them! Not sure about smart contracts or want to avoid rising gas prices. You've tried and failed with apps like Mini mouse macro, and you're not familiar with Selenium/Python. Worry no more, NodeJS and Puppeteer have arrived!
Learn how to automatically post and sell all 1000 of my AI-generated word NFTs (Nakahana) on OpenSea for FREE!
My NFT project — Nakahana |
NOTE: Only NFTs on the Polygon blockchain can be sold for free; Ethereum requires an initiation charge. NFTs can still be bought with (wrapped) ETH.
If you want to go right into the code, here's the GitHub link: https://github.com/Yusu-f/nftuploader
Let's start with the knowledge and tools you'll need.
What you should know
You must be able to write and run simple NodeJS programs. You must also know how to utilize a Metamask wallet.
Tools needed
- NodeJS. You'll need NodeJs to run the script and NPM to install the dependencies.
- Puppeteer – Use Puppeteer to automate your browser and go to sleep while your computer works.
- Metamask – Create a crypto wallet and sign transactions using Metamask (free). You may learn how to utilize Metamask here.
- Chrome – Puppeteer supports Chrome.
Let's get started now!
Starting Out
Clone Github Repo to your local machine. Make sure that NodeJS, Chrome, and Metamask are all installed and working. Navigate to the project folder and execute npm install. This installs all requirements.
Replace the “extension path” variable with the Metamask chrome extension path. Read this tutorial to find the path.
Substitute an array containing your NFT names and metadata for the “arr” variable and the “collection_name” variable with your collection’s name.
Run the script.
After that, run node nftuploader.js.
Open a new chrome instance (not chromium) and Metamask in it. Import your Opensea wallet using your Secret Recovery Phrase or create a new one and link it. The script will be unable to continue after this but don’t worry, it’s all part of the plan.
Next steps
Open your terminal again and copy the route that starts with “ws”, e.g. “ws:/localhost:53634/devtools/browser/c07cb303-c84d-430d-af06-dd599cf2a94f”. Replace the path in the connect function of the nftuploader.js script.
const browser = await puppeteer.connect({ browserWSEndpoint: "ws://localhost:58533/devtools/browser/d09307b4-7a75-40f6-8dff-07a71bfff9b3", defaultViewport: null });
Rerun node nftuploader.js. A second tab should open in THE SAME chrome instance, navigating to your Opensea collection. Your NFTs should now start uploading one after the other! If any errors occur, the NFTs and errors are logged in an errors.log file.
Error Handling
The errors.log file should show the name of the NFTs and the error type. The script has been changed to allow you to simply check if an NFT has already been posted. Simply set the “searchBeforeUpload” setting to true.
We're done!
If you liked it, you can buy one of my NFTs! If you have any concerns or would need a feature added, please let me know.
Thank you to everyone who has read and liked. I never expected it to be so popular.
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
CoinTelegraph
4 years ago
2 NFT-based blockchain games that could soar in 2022
NFTs look ready to rule 2022, and the recent pivot toward NFT utility in P2E gaming could make blockchain gaming this year’s sector darling.
After the popularity of decentralized finance (DeFi) came the rise of nonfungible tokens (NFTs), and to the surprise of many, NFTs took the spotlight and now remain front and center with the highest volume in sales occurring at the start of January 2022.
While 2021 became the year of NFTs, GameFi applications did surpass DeFi in terms of user popularity. According to data from DappRadar, Bloomberg gathered:
Nearly 50% of active cryptocurrency wallets connected to decentralized applications in November were for playing games. The percentage of wallets linked to decentralized finance, or DeFi, dapps fell to 45% during the same period, after months of being the leading dapp use case.
Blockchain play-to-earn (P2E) game Axie infinity skyrocketed and kicked off a gaming craze that is expected to continue all throughout 2022. Crypto pundits and gaming advocates have high expectations for P2E blockchain-based games and there’s bound to be a few sleeping giants that will dominate the sector.
Let’s take a look at five blockchain games that could make waves in 2022.
DeFi Kingdoms
The inspiration for DeFi Kingdoms came from simple beginnings — a passion for investing that lured the developers to blockchain technology. DeFi Kingdoms was born as a visualization of liquidity pool investing where in-game ‘gardens’ represent literal and figurative token pairings and liquidity pool mining.
As shown in the game, investors have a portion of their LP share within a plot filled with blooming plants. By attaching the concept of growth to DeFi protocols within a play-and-earn model, DeFi Kingdoms puts a twist on “playing” a game.
Built on the Harmony Network, DeFi Kingdoms became the first project on the network to ever top the DappRadar charts. This could be attributed to an influx of individuals interested in both DeFi and blockchain games or it could be attributed to its recent in-game utility token JEWEL surging.
JEWEL is a utility token that allows users to purchase NFTs in-game buffs to increase a base-level stat. It is also used for liquidity mining to grant users the opportunity to make more JEWEL through staking.
JEWEL is also a governance token that gives holders a vote in the growth and evolution of the project. In the past four months, the token price surged from $1.23 to an all-time high of $22.52. At the time of writing, JEWEL is down by nearly 16%, trading at $19.51.
Surging approximately 1,487% from its humble start of $1.23 four months ago in September, JEWEL token price has increased roughly 165% this last month alone, according to data from CoinGecko.
Guild of Guardians
Guild of Guardians is one of the more anticipated blockchain games in 2022 and it is built on ImmutableX, the first layer-two solution built on Ethereum that focuses on NFTs. Aiming to provide more access, it will operate as a free-to-play mobile role-playing game, modeling the P2E mechanics.
Similar to blockchain games like Axie Infinity, Guild of Guardians in-game assets can be exchanged. The project seems to be of interest to many gamers and investors with its NFT founder sale and token launch generating nearly $10 million in volume.
Launching its in-game token in October of 2021, the Guild of Guardians (GOG) tokens are ERC-20 tokens known as ‘gems’ inside the game. Gems are what power key features in the game such as minting in-game NFTs and interacting with the marketplace, and are available to earn while playing.
For the last month, the Guild of Guardians token has performed rather steadily after spiking to its all-time high of $2.81 after its launch. Despite the token being down over 50% from its all-time high, at the time of writing, some members of the community are looking forward to the possibility of staking and liquidity pools, which are features that tend to help stabilize token prices.
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One-hour ebook sales, affiliate relationships, and more.
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 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.
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.
Aniket
3 years ago
Yahoo could have purchased Google for $1 billion
Let's see this once-dominant IT corporation crumble.
What's the capital of Kazakhstan? If you don't know the answer, you can probably find it by Googling. Google Search returned results for Nur-Sultan in 0.66 seconds.
Google is the best search engine I've ever used. Did you know another search engine ruled the Internet? I'm sure you guessed Yahoo!
Google's friendly UI and wide selection of services make it my top choice. Let's explore Yahoo's decline.
Yahoo!
YAHOO stands for Yet Another Hierarchically Organized Oracle. Jerry Yang and David Filo established Yahoo.
Yahoo is primarily a search engine and email provider. It offers News and an advertising platform. It was a popular website in 1995 that let people search the Internet directly. Yahoo began offering free email in 1997 by acquiring RocketMail.
According to a study, Yahoo used Google Search Engine technology until 2000 and then developed its own in 2004.
Yahoo! rejected buying Google for $1 billion
Larry Page and Sergey Brin, Google's founders, approached Yahoo in 1998 to sell Google for $1 billion so they could focus on their studies. Yahoo denied the offer, thinking it was overvalued at the time.
Yahoo realized its error and offered Google $3 billion in 2002, but Google demanded $5 billion since it was more valuable. Yahoo thought $5 billion was overpriced for the existing market.
In 2022, Google is worth $1.56 Trillion.
What happened to Yahoo!
Yahoo refused to buy Google, and Google's valuation rose, making a purchase unfeasible.
Yahoo started losing users when Google launched Gmail. Google's UI was far cleaner than Yahoo's.
Yahoo offered $1 billion to buy Facebook in July 2006, but Zuckerberg and the board sought $1.1 billion. Yahoo rejected, and Facebook's valuation rose, making it difficult to buy.
Yahoo was losing users daily while Google and Facebook gained many. Google and Facebook's popularity soared. Yahoo lost value daily.
Microsoft offered $45 billion to buy Yahoo in February 2008, but Yahoo declined. Microsoft increased its bid to $47 billion after Yahoo said it was too low, but Yahoo rejected it. Then Microsoft rejected Yahoo’s 10% bid increase in May 2008.
In 2015, Verizon bought Yahoo for $4.5 billion, and Apollo Global Management bought 90% of Yahoo's shares for $5 billion in May 2021. Verizon kept 10%.
Yahoo's opportunity to acquire Google and Facebook could have been a turning moment. It declined Microsoft's $45 billion deal in 2008 and was sold to Verizon for $4.5 billion in 2015. Poor decisions and lack of vision caused its downfall. Yahoo's aim wasn't obvious and it didn't stick to a single domain.
Hence, a corporation needs a clear vision and a leader who can see its future.
Liked this article? Join my tech and programming newsletter here.
The woman
3 years ago
Why Google's Hiring Process is Brilliant for Top Tech Talent
Without a degree and experience, you can get a high-paying tech job.
Most organizations follow this hiring rule: you chat with HR, interview with your future boss and other senior managers, and they make the final hiring choice.
If you've ever applied for a job, you know how arduous it can be. A newly snapped photo and a glossy resume template can wear you out. Applying to Google can change this experience.
According to an Universum report, Google is one of the world's most coveted employers. It's not simply the search giant's name and reputation that attract candidates, but its role requirements or lack thereof.
Candidates no longer need a beautiful resume, cover letter, Ivy League laurels, or years of direct experience. The company requires no degree or experience.
Elon Musk started it. He employed the two-hands test to uncover talented non-graduates. The billionaire eliminated the requirement for experience.
Google is deconstructing traditional employment with programs like the Google Project Management Degree, a free online and self-paced professional credential course.
Google's hiring is interesting. After its certification course, applicants can work in project management. Instead of academic degrees and experience, the company analyzes coursework.
Google finds the best project managers and technical staff in exchange. Google uses three strategies to find top talent.
Chase down the innovators
Google eliminates restrictions like education, experience, and others to find the polar bear amid the snowfall. Google's free project management education makes project manager responsibilities accessible to everyone.
Many jobs don't require a degree. Overlooking individuals without a degree can make it difficult to locate a candidate who can provide value to a firm.
Firsthand knowledge follows the same rule. A lack of past information might be an employer's benefit. This is true for creative teams or businesses that prefer to innovate.
Or when corporations conduct differently from the competition. No-experience candidates can offer fresh perspectives. Fast Company reports that people with no sales experience beat those with 10 to 15 years of experience.
Give the aptitude test first priority.
Google wants the best candidates. Google wouldn't be able to receive more applications if it couldn't screen them for fit. Its well-organized online training program can be utilized as a portfolio.
Google learns a lot about an applicant through completed assignments. It reveals their ability, leadership style, communication capability, etc. The course mimics the job to assess candidates' suitability.
Basic screening questions might provide information to compare candidates. Any size small business can use screening questions and test projects to evaluate prospective employees.
Effective training for employees
Businesses must train employees regardless of their hiring purpose. Formal education and prior experience don't guarantee success. Maintaining your employees' professional knowledge gaps is key to their productivity and happiness. Top-notch training can do that. Learning and development are key to employee engagement, says Bob Nelson, author of 1,001 Ways to Engage Employees.
Google's online certification program isn't available everywhere. Improving the recruiting process means emphasizing aptitude over experience and a degree. Instead of employing new personnel and having them work the way their former firm trained them, train them how you want them to function.
If you want to know more about Google’s recruiting process, we recommend you watch the movie “Internship.”