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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

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.

Vitalik

Vitalik

4 years ago

An approximate introduction to how zk-SNARKs are possible (part 1)

You can make a proof for the statement "I know a secret number such that if you take the word ‘cow', add the number to the end, and SHA256 hash it 100 million times, the output starts with 0x57d00485aa". The verifier can verify the proof far more quickly than it would take for them to run 100 million hashes themselves, and the proof would also not reveal what the secret number is.

In the context of blockchains, this has 2 very powerful applications: Perhaps the most powerful cryptographic technology to come out of the last decade is general-purpose succinct zero knowledge proofs, usually called zk-SNARKs ("zero knowledge succinct arguments of knowledge"). A zk-SNARK allows you to generate a proof that some computation has some particular output, in such a way that the proof can be verified extremely quickly even if the underlying computation takes a very long time to run. The "ZK" part adds an additional feature: the proof can keep some of the inputs to the computation hidden.

You can make a proof for the statement "I know a secret number such that if you take the word ‘cow', add the number to the end, and SHA256 hash it 100 million times, the output starts with 0x57d00485aa". The verifier can verify the proof far more quickly than it would take for them to run 100 million hashes themselves, and the proof would also not reveal what the secret number is.

In the context of blockchains, this has two very powerful applications:

  1. Scalability: if a block takes a long time to verify, one person can verify it and generate a proof, and everyone else can just quickly verify the proof instead
  2. Privacy: you can prove that you have the right to transfer some asset (you received it, and you didn't already transfer it) without revealing the link to which asset you received. This ensures security without unduly leaking information about who is transacting with whom to the public.

But zk-SNARKs are quite complex; indeed, as recently as in 2014-17 they were still frequently called "moon math". The good news is that since then, the protocols have become simpler and our understanding of them has become much better. This post will try to explain how ZK-SNARKs work, in a way that should be understandable to someone with a medium level of understanding of mathematics.

Why ZK-SNARKs "should" be hard

Let us take the example that we started with: we have a number (we can encode "cow" followed by the secret input as an integer), we take the SHA256 hash of that number, then we do that again another 99,999,999 times, we get the output, and we check what its starting digits are. This is a huge computation.

A "succinct" proof is one where both the size of the proof and the time required to verify it grow much more slowly than the computation to be verified. If we want a "succinct" proof, we cannot require the verifier to do some work per round of hashing (because then the verification time would be proportional to the computation). Instead, the verifier must somehow check the whole computation without peeking into each individual piece of the computation.

One natural technique is random sampling: how about we just have the verifier peek into the computation in 500 different places, check that those parts are correct, and if all 500 checks pass then assume that the rest of the computation must with high probability be fine, too?

Such a procedure could even be turned into a non-interactive proof using the Fiat-Shamir heuristic: the prover computes a Merkle root of the computation, uses the Merkle root to pseudorandomly choose 500 indices, and provides the 500 corresponding Merkle branches of the data. The key idea is that the prover does not know which branches they will need to reveal until they have already "committed to" the data. If a malicious prover tries to fudge the data after learning which indices are going to be checked, that would change the Merkle root, which would result in a new set of random indices, which would require fudging the data again... trapping the malicious prover in an endless cycle.

But unfortunately there is a fatal flaw in naively applying random sampling to spot-check a computation in this way: computation is inherently fragile. If a malicious prover flips one bit somewhere in the middle of a computation, they can make it give a completely different result, and a random sampling verifier would almost never find out.


It only takes one deliberately inserted error, that a random check would almost never catch, to make a computation give a completely incorrect result.

If tasked with the problem of coming up with a zk-SNARK protocol, many people would make their way to this point and then get stuck and give up. How can a verifier possibly check every single piece of the computation, without looking at each piece of the computation individually? There is a clever solution.

see part 2

The Verge

The Verge

3 years ago

Bored Ape Yacht Club creator raises $450 million at a $4 billion valuation.

Yuga Labs, owner of three of the biggest NFT brands on the market, announced today a $450 million funding round. The money will be used to create a media empire based on NFTs, starting with games and a metaverse project.

The team's Otherside metaverse project is an MMORPG meant to connect the larger NFT universe. They want to create “an interoperable world” that is “gamified” and “completely decentralized,” says Wylie Aronow, aka Gordon Goner, co-founder of Bored Ape Yacht Club. “We think the real Ready Player One experience will be player run.”

Just a few weeks ago, Yuga Labs announced the acquisition of CryptoPunks and Meebits from Larva Labs. The deal brought together three of the most valuable NFT collections, giving Yuga Labs more IP to work with when developing games and metaverses. Last week, ApeCoin was launched as a cryptocurrency that will be governed independently and used in Yuga Labs properties.

Otherside will be developed by “a few different game studios,” says Yuga Labs CEO Nicole Muniz. The company plans to create development tools that allow NFTs from other projects to work inside their world. “We're welcoming everyone into a walled garden.”

However, Yuga Labs believes that other companies are approaching metaverse projects incorrectly, allowing the startup to stand out. People won't bond spending time in a virtual space with nothing going on, says Yuga Labs co-founder Greg Solano, aka Gargamel. Instead, he says, people bond when forced to work together.

In order to avoid getting smacked, Solano advises making friends. “We don't think a Zoom chat and walking around saying ‘hi' creates a deep social experience.” Yuga Labs refused to provide a release date for Otherside. Later this year, a play-to-win game is planned.

The funding round was led by Andreessen Horowitz, a major investor in the Web3 space. It previously backed OpenSea and Coinbase. Animoca Brands, Coinbase, and MoonPay are among those who have invested. Andreessen Horowitz general partner Chris Lyons will join Yuga Labs' board. The Financial Times broke the story last month.

"META IS A DOMINANT DIGITAL EXPERIENCE PROVIDER IN A DYSTOPIAN FUTURE."

This emerging [Web3] ecosystem is important to me, as it is to companies like Meta,” Chris Dixon, head of Andreessen Horowitz's crypto arm, tells The Verge. “In a dystopian future, Meta is the dominant digital experience provider, and it controls all the money and power.” (Andreessen Horowitz co-founder Marc Andreessen sits on Meta's board and invested early in Facebook.)

Yuga Labs has been profitable so far. According to a leaked pitch deck, the company made $137 million last year, primarily from its NFT brands, with a 95% profit margin. (Yuga Labs declined to comment on deck figures.)

But the company has built little so far. According to OpenSea data, it has only released one game for a limited time. That means Yuga Labs gets hundreds of millions of dollars to build a gaming company from scratch, based on a hugely lucrative art project.

Investors fund Yuga Labs based on its success. That's what they did, says Dixon, “they created a culture phenomenon”. But ultimately, the company is betting on the same thing that so many others are: that a metaverse project will be the next big thing. Now they must construct it.

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Gajus Kuizinas

Gajus Kuizinas

3 years ago

How a few lines of code were able to eliminate a few million queries from the database

I was entering tens of millions of records per hour when I first published Slonik PostgreSQL client for Node.js. The data being entered was usually flat, making it straightforward to use INSERT INTO ... SELECT * FROM unnset() pattern. I advocated the unnest approach for inserting rows in groups (that was part I).

Bulk inserting nested data into the database

However, today I’ve found a better way: jsonb_to_recordset.

jsonb_to_recordset expands the top-level JSON array of objects to a set of rows having the composite type defined by an AS clause.

jsonb_to_recordset allows us to query and insert records from arbitrary JSON, like unnest. Since we're giving JSON to PostgreSQL instead of unnest, the final format is more expressive and powerful.

SELECT *
FROM json_to_recordset('[{"name":"John","tags":["foo","bar"]},{"name":"Jane","tags":["baz"]}]')
AS t1(name text, tags text[]);
 name |   tags
------+-----------
 John | {foo,bar}
 Jane | {baz}
(2 rows)

Let’s demonstrate how you would use it to insert data.

Inserting data using json_to_recordset

Say you need to insert a list of people with attributes into the database.

const persons = [
  {
    name: 'John',
    tags: ['foo', 'bar']
  },
  {
    name: 'Jane',
    tags: ['baz']
  }
];

You may be tempted to traverse through the array and insert each record separately, e.g.

for (const person of persons) {
  await pool.query(sql`
    INSERT INTO person (name, tags)
    VALUES (
      ${person.name},
      ${sql.array(person.tags, 'text[]')}
    )
  `);
}

It's easier to read and grasp when working with a few records. If you're like me and troubleshoot a 2M+ insert query per day, batching inserts may be beneficial.

What prompted the search for better alternatives.

Inserting using unnest pattern might look like this:

await pool.query(sql`
  INSERT INTO public.person (name, tags)
  SELECT t1.name, t1.tags::text[]
  FROM unnest(
    ${sql.array(['John', 'Jane'], 'text')},
    ${sql.array(['{foo,bar}', '{baz}'], 'text')}
  ) AS t1.(name, tags);
`);

You must convert arrays into PostgreSQL array strings and provide them as text arguments, which is unsightly. Iterating the array to create slices for each column is likewise unattractive.

However, with jsonb_to_recordset, we can:

await pool.query(sql`
  INSERT INTO person (name, tags)
  SELECT *
  FROM jsonb_to_recordset(${sql.jsonb(persons)}) AS t(name text, tags text[])
`);

In contrast to the unnest approach, using jsonb_to_recordset we can easily insert complex nested data structures, and we can pass the original JSON document to the query without needing to manipulate it.

In terms of performance they are also exactly the same. As such, my current recommendation is to prefer jsonb_to_recordset whenever inserting lots of rows or nested data structures.

Jano le Roux

Jano le Roux

3 years ago

Never Heard Of: The Apple Of Email Marketing Tools

Unlimited everything for $19 monthly!?

Flodesk

Even with pretty words, no one wants to read an ugly email.

  • Not Gen Z

  • Not Millennials

  • Not Gen X

  • Not Boomers

I am a minimalist.

I like Mozart. I like avos. I love Apple.

When I hear seamlessly, effortlessly, or Apple's new adverb fluidly, my toes curl.

No email marketing tool gave me that feeling.

As a marketing consultant helping high-growth brands create marketing that doesn't feel like marketing, I've worked with every email marketing platform imaginable, including that naughty monkey and the expensive platform whose sales teams don't stop calling.

Most email marketing platforms are flawed.

  1. They are overpriced.

  2. They use dreadful templates.

  3. They employ a poor visual designer.

  4. The user experience there is awful.

  5. Too many useless buttons are present. (Similar to the TV remote!)

I may have finally found the perfect email marketing tool. It creates strong flows. It helps me focus on storytelling.

It’s called Flodesk.

It’s effortless. It’s seamless. It’s fluid.

Here’s why it excites me.

Unlimited everything for $19 per month

Sends unlimited. Emails unlimited. Signups unlimited.

Most email platforms penalize success.

Pay for performance?

  • $87 for 10k contacts

  • $605 for 100K contacts

  • $1,300+ for 200K contacts

In the 1990s, this made sense, but not now. It reminds me of when ISPs capped internet usage at 5 GB per month.

Flodesk made unlimited email for a low price a reality. Affordable, attractive email marketing isn't just for big companies.

Flodesk doesn't penalize you for growing your list. Price stays the same as lists grow.

Flodesk plans cost $38 per month, but I'll give you a 30-day trial for $19.

Amazingly strong flows

Foster different people's flows.

Email marketing isn't one-size-fits-all.

Different times require different emails.

People don't open emails because they're irrelevant, in my experience. A colder audience needs a nurturing sequence.

Flodesk automates your email funnels so top-funnel prospects fall in love with your brand and values before mid- and bottom-funnel email flows nudge them to take action.

I wish I could save more custom audience fields to further customize the experience.

Dynamic editor

Easy. Effortless.

Flodesk's editor is Apple-like.

You understand how it works almost instantly.

Like many Apple products, it's intentionally limited. No distractions. You can focus on emotional email writing.

Flodesk

Flodesk's inability to add inline HTML to emails is my biggest issue with larger projects. I wish I could upload HTML emails.

Simple sign-up procedures

Dream up joining.

I like how easy it is to create conversion-focused landing pages. Linkly lets you easily create 5 landing pages and A/B test messaging.

Flodesk

I like that you can use signup forms to ask people what they're interested in so they get relevant emails instead of mindless mass emails nobody opens.

Flodesk

I love how easy it is to embed in-line on a website.

Wonderful designer templates

Beautiful, connecting emails.

Flodesk has calm email templates. My designer's eye felt at rest when I received plain text emails with big impacts.

Flodesk

As a typography nerd, I love Flodesk's handpicked designer fonts. It gives emails a designer feel that is hard to replicate on other platforms without coding and custom font licenses.

Small adjustments can have a big impact

Details matter.

Flodesk remembers your brand colors. Flodesk automatically adds your logo and social handles to emails after signup.

Flodesk uses Zapier. This lets you send emails based on a user's action.

A bad live chat can trigger a series of emails to win back a customer.

Flodesk isn't for everyone.

Flodesk is great for Apple users like me.

Logan Rane

Logan Rane

2 years ago

I questioned Chat-GPT for advice on the top nonfiction books. Here's What It Suggests

You have to use it.

Chat-GPT Logo

Chat-GPT is a revolution.

All social media outlets are discussing it. How it will impact the future and different things.

True.

I've been using Chat-GPT for a few days, and it's a rare revolution. It's amazing and will only improve.

I asked Chat-GPT about the best non-fiction books. It advised this, albeit results rely on interests.

The Immortal Life of Henrietta Lacks

by Rebecca Skloot

Science, Biography

A impoverished tobacco farmer dies of cervical cancer in The Immortal Life of Henrietta Lacks. Her cell strand helped scientists treat polio and other ailments.

Rebecca Skloot discovers about Henrietta, her family, how the medical business exploited black Americans, and how her cells can live forever in a fascinating and surprising research.

You ought to read it.

  1. if you want to discover more about the past of medicine.

  2. if you want to discover more about American history.

Bad Blood: Secrets and Lies in a Silicon Valley Startup

by John Carreyrou

Tech, Bio

Bad Blood tells the terrifying story of how a Silicon Valley tech startup's blood-testing device placed millions of lives at risk.

John Carreyrou, a Pulitzer Prize-winning journalist, wrote this book.

Theranos and its wunderkind CEO, Elizabeth Holmes, climbed to popularity swiftly and then plummeted.

You ought to read it.

  1. if you are a start-up employee.

  2. specialists in medicine.

The Power of Now: A Guide to Spiritual Enlightenment

by Eckhart Tolle

Self-improvement, Spirituality

The Power of Now shows how to stop suffering and attain inner peace by focusing on the now and ignoring your mind.

The book also helps you get rid of your ego, which tries to control your ideas and actions.

If you do this, you may embrace the present, reduce discomfort, strengthen relationships, and live a better life.

You ought to read it.

  1. if you're looking for serenity and illumination.

  2. If you believe that you are ruining your life, stop.

  3. if you're not happy.

The 7 Habits of Highly Effective People

by Stephen R. Covey

Profession, Success

The 7 Habits of Highly Effective People is an iconic self-help book.

This vital book offers practical guidance for personal and professional success.

This non-fiction book is one of the most popular ever.

You ought to read it.

  1. if you want to reach your full potential.

  2. if you want to discover how to achieve all your objectives.

  3. if you are just beginning your journey toward personal improvement.

Sapiens: A Brief History of Humankind

by Yuval Noah Harari

Science, History

Sapiens explains how our species has evolved from our earliest ancestors to the technology age.

How did we, a species of hairless apes without tails, come to control the whole planet?

It describes the shifts that propelled Homo sapiens to the top.

You ought to read it.

  1. if you're interested in discovering our species' past.

  2. if you want to discover more about the origins of human society and culture.