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
Read original post.
More on Web3 & Crypto

Sam Bourgi
3 years ago
NFT was used to serve a restraining order on an anonymous hacker.
The international law firm Holland & Knight used an NFT built and airdropped by its asset recovery team to serve a defendant in a hacking case.
The law firms Holland & Knight and Bluestone used a nonfungible token to serve a defendant in a hacking case with a temporary restraining order, marking the first documented legal process assisted by an NFT.
The so-called "service token" or "service NFT" was served to an unknown defendant in a hacking case involving LCX, a cryptocurrency exchange based in Liechtenstein that was hacked for over $8 million in January. The attack compromised the platform's hot wallets, resulting in the loss of Ether (ETH), USD Coin (USDC), and other cryptocurrencies, according to Cointelegraph at the time.
On June 7, LCX claimed that around 60% of the stolen cash had been frozen, with investigations ongoing in Liechtenstein, Ireland, Spain, and the United States. Based on a court judgment from the New York Supreme Court, Centre Consortium, a company created by USDC issuer Circle and crypto exchange Coinbase, has frozen around $1.3 million in USDC.
The monies were laundered through Tornado Cash, according to LCX, but were later tracked using "algorithmic forensic analysis." The organization was also able to identify wallets linked to the hacker as a result of the investigation.
In light of these findings, the law firms representing LCX, Holland & Knight and Bluestone, served the unnamed defendant with a temporary restraining order issued on-chain using an NFT. According to LCX, this system "was allowed by the New York Supreme Court and is an example of how innovation can bring legitimacy and transparency to a market that some say is ungovernable."

Chris
2 years ago
What the World's Most Intelligent Investor Recently Said About Crypto
Cryptoshit. This thing is crazy to buy.
Charlie Munger is revered and powerful in finance.
Munger, vice chairman of Berkshire Hathaway, is noted for his wit, no-nonsense attitude to investment, and ability to spot promising firms and markets.
Munger's crypto views have upset some despite his reputation as a straight shooter.
“There’s only one correct answer for intelligent people, just totally avoid all the people that are promoting it.” — Charlie Munger
The Munger Interview on CNBC (4:48 secs)
This Monday, CNBC co-anchor Rebecca Quick interviewed Munger and brought up his 2007 statement, "I'm not allowed to have an opinion on this subject until I can present the arguments against my viewpoint better than the folks who are supporting it."
Great investing and life advice!
If you can't explain the opposing reasons, you're not informed enough to have an opinion.
In today's world, it's important to grasp both sides of a debate before supporting one.
Rebecca inquired:
Does your Wall Street Journal article on banning cryptocurrency apply? If so, would you like to present the counterarguments?
Mungers reply:
I don't see any viable counterarguments. I think my opponents are idiots, hence there is no sensible argument against my position.
Consider his words.
Do you believe Munger has studied both sides?
He said, "I assume my opponents are idiots, thus there is no sensible argument against my position."
This is worrisome, especially from a guy who once encouraged studying both sides before forming an opinion.
Munger said:
National currencies have benefitted humanity more than almost anything else.
Hang on, I think we located the perpetrator.
Munger thinks crypto will replace currencies.
False.
I doubt he studied cryptocurrencies because the name is deceptive.
He misread a headline as a Dollar destroyer.
Cryptocurrencies are speculations.
Like Tesla, Amazon, Apple, Google, Microsoft, etc.
Crypto won't replace dollars.
In the interview with CNBC, Munger continued:
“I’m not proud of my country for allowing this crap, what I call the cryptoshit. It’s worthless, it’s no good, it’s crazy, it’ll do nothing but harm, it’s anti-social to allow it.” — Charlie Munger
Not entirely inaccurate.
Daily cryptos are established solely to pump and dump regular investors.
Let's get into Munger's crypto aversion.
Rat poison is bitcoin.
Munger famously dubbed Bitcoin rat poison and a speculative bubble that would implode.
Partially.
But the bubble broke. Since 2021, the market has fallen.
Scam currencies and NFTs are being eliminated, which I like.
Whoa.
Why does Munger doubt crypto?
Mungers thinks cryptocurrencies has no intrinsic value.
He worries about crypto fraud and money laundering.
Both are valid issues.
Yet grouping crypto is intellectually dishonest.
Ethereum, Bitcoin, Solana, Chainlink, Flow, and Dogecoin have different purposes and values (not saying they’re all good investments).
Fraudsters who hurt innocents will be punished.
Therefore, complaining is useless.
Why not stop it? Repair rather than complain.
Regrettably, individuals today don't offer solutions.
Blind Areas for Mungers
As with everyone, Mungers' bitcoin views may be impacted by his biases and experiences.
OK.
But Munger has always advocated classic value investing and may be wary of investing in an asset outside his expertise.
Mungers' banking and insurance investments may influence his bitcoin views.
Could a coworker or acquaintance have told him crypto is bad and goes against traditional finance?
Right?
Takeaways
Do you respect Charlie Mungers?
Yes and no, like any investor or individual.
To understand Mungers' bitcoin beliefs, you must be critical.
Mungers is a successful investor, but his views about bitcoin should be considered alongside other viewpoints.
Munger’s success as an investor has made him an influencer in the space.
Influence gives power.
He controls people's thoughts.
Munger's ok. He will always be heard.
I'll do so cautiously.

Rishi Dean
3 years ago
Coinbase's web3 app
Use popular Ethereum dapps with Coinbase’s new dapp wallet and browser
Tl;dr: This post highlights the ability to access web3 directly from your Coinbase app using our new dapp wallet and browser.
Decentralized autonomous organizations (DAOs) and decentralized finance (DeFi) have gained popularity in the last year (DAOs). The total value locked (TVL) of DeFi investments on the Ethereum blockchain has grown to over $110B USD, while NFTs sales have grown to over $30B USD in the last 12 months (LTM). New innovative real-world applications are emerging every day.
Today, a small group of Coinbase app users can access Ethereum-based dapps. Buying NFTs on Coinbase NFT and OpenSea, trading on Uniswap and Sushiswap, and borrowing and lending on Curve and Compound are examples.
Our new dapp wallet and dapp browser enable you to access and explore web3 directly from your Coinbase app.
Web3 in the Coinbase app
Users can now access dapps without a recovery phrase. This innovative dapp wallet experience uses Multi-Party Computation (MPC) technology to secure your on-chain wallet. This wallet's design allows you and Coinbase to share the 'key.' If you lose access to your device, the key to your dapp wallet is still safe and Coinbase can help recover it.
Set up your new dapp wallet by clicking the "Browser" tab in the Android app's navigation bar. Once set up, the Coinbase app's new dapp browser lets you search, discover, and use Ethereum-based dapps.
Looking forward
We want to enable everyone to seamlessly and safely participate in web3, and today’s launch is another step on that journey. We're rolling out the new dapp wallet and browser in the US on Android first to a small subset of users and plan to expand soon. Stay tuned!
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Jano le Roux
2 years ago
Quit worrying about Twitter: Elon moves quickly before refining
Elon's rides start rough, but then...
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.

Yucel F. Sahan
3 years ago
How I Created the Day's Top Product on Product Hunt
In this article, I'll describe a weekend project I started to make something. It was Product Hunt's #1 of the Day, #2 Weekly, and #4 Monthly product.
How did I make Landing Page Checklist so simple? Building and launching took 3 weeks. I worked 3 hours a day max. Weekends were busy.
It's sort of a long story, so scroll to the bottom of the page to see what tools I utilized to create Landing Page Checklist :x
As a matter of fact, it all started with the startups-investments blog; Startup Bulletin, that I started writing in 2018. No, don’t worry, I won’t be going that far behind. The twitter account where I shared the blog posts of this newsletter was inactive for a looong time. I was holding this Twitter account since 2009, I couldn’t bear to destroy it. At the same time, I was thinking how to evaluate this account.
So I looked for a weekend assignment.
Weekend undertaking: Generate business names
Barash and I established a weekend effort to stay current. Building things helped us learn faster.
Simple. Startup Name Generator The utility generated random startup names. After market research for SEO purposes, we dubbed it Business Name Generator.
Backend developer Barash dislikes frontend work. He told me to write frontend code. Chakra UI and Tailwind CSS were recommended.
It was the first time I have heard about Tailwind CSS.
Before this project, I made mobile-web app designs in Sketch and shared them via Zeplin. I can read HTML-CSS or React code, but not write it. I didn't believe myself but followed Barash's advice.
My home page wasn't responsive when I started. Here it was:)
And then... Product Hunt had something I needed. Me-only! A website builder that gives you clean Tailwind CSS code and pre-made web components (like Elementor). Incredible.
I bought it right away because it was so easy to use. Best part: It's not just index.html. It includes all needed files. Like
postcss.config.js
README.md
package.json
among other things, tailwind.config.js
This is for non-techies.
Tailwind.build; which is Shuffle now, allows you to create and export projects for free (with limited features). You can try it by visiting their website.
After downloading the project, you can edit the text and graphics in Visual Studio (or another text editor). This HTML file can be hosted whenever.
Github is an easy way to host a landing page.
your project via Shuffle for export
your website's content, edit
Create a Gitlab, Github, or Bitbucket account.
to Github, upload your project folder.
Integrate Vercel with your Github account (or another platform below)
Allow them to guide you in steps.
Finally. If you push your code to Github using Github Desktop, you'll do it quickly and easily.
Speaking of; here are some hosting and serverless backend services for web applications and static websites for you host your landing pages for FREE!
I host landingpage.fyi on Vercel but all is fine. You can choose any platform below with peace in mind.
Vercel
Render
Netlify
After connecting your project/repo to Vercel, you don’t have to do anything on Vercel. Vercel updates your live website when you update Github Desktop. Wow!
Tails came out while I was using tailwind.build. Although it's prettier, tailwind.build is more mobile-friendly. I couldn't resist their lovely parts. Tails :)
Tails have several well-designed parts. Some components looked awful on mobile, but this bug helped me understand Tailwind CSS.
Unlike Shuffle, Tails does not include files when you export such as config.js, main.js, README.md. It just gives you the HTML code. Suffle.dev is a bit ahead in this regard and with mobile-friendly blocks if you ask me. Of course, I took advantage of both.
creativebusinessnames.co is inactive, but I'll leave a deployment link :)
Adam Wathan's YouTube videos and Tailwind's official literature helped me, but I couldn't have done it without Tails and Shuffle. These tools helped me make landing pages. I shouldn't have started over.
So began my Tailwind CSS adventure. I didn't build landingpage. I didn't plan it to be this long; sorry.
I learnt a lot while I was playing around with Shuffle and Tails Builders.
Long story short I built landingpage.fyi with the help of these tools;
Learning, building, and distribution
Shuffle (Started with a Shuffle Template)
Tails (Used components from here)
Sketch (to handle icons, logos, and .svg’s)
metatags.io (Auto Generator Meta Tags)
Vercel (Hosting)
Github Desktop (Pushing code to Github -super easy-)
Visual Studio Code (Edit my code)
Mailerlite (Capture Emails)
Jarvis / Conversion.ai (%90 of the text on website written by AI 😇 )
CookieHub (Consent Management)
That's all. A few things:
The Outcome
.fyi Domain: Why?
I'm often asked this.
I don't know, but I wanted to include the landing page term. Popular TLDs are gone. I saw my alternatives. brief and catchy.
CSS Tailwind Resources
I'll share project resources like Tails and Shuffle.
Beginner Tailwind (I lately enrolled in this course but haven’t completed it yet.)
Thanks for reading my blog's first post. Please share if you like it.

Florian Wahl
2 years ago
An Approach to Product Strategy
I've been pondering product strategy and how to articulate it. Frameworks helped guide our thinking.
If your teams aren't working together or there's no clear path to victory, your product strategy may not be well-articulated or communicated (if you have one).
Before diving into a product strategy's details, it's important to understand its role in the bigger picture — the pieces that move your organization forward.
the overall picture
A product strategy is crucial, in my opinion. It's part of a successful product or business. It's the showpiece.
To simplify, we'll discuss four main components:
Vision
Product Management
Goals
Roadmap
Vision
Your company's mission? Your company/product in 35 years? Which headlines?
The vision defines everything your organization will do in the long term. It shows how your company impacted the world. It's your organization's rallying cry.
An ambitious but realistic vision is needed.
Without a clear vision, your product strategy may be inconsistent.
Product Management
Our main subject. Product strategy connects everything. It fulfills the vision.
In Part 2, we'll discuss product strategy.
Goals
This component can be goals, objectives, key results, targets, milestones, or whatever goal-tracking framework works best for your organization.
These product strategy metrics will help your team prioritize strategies and roadmaps.
Your company's goals should be unified. This fuels success.
Roadmap
The roadmap is your product strategy's timeline. It provides a prioritized view of your team's upcoming deliverables.
A roadmap is time-bound and includes measurable goals for your company. Your team's steps and capabilities for executing product strategy.
If your team has trouble prioritizing or defining a roadmap, your product strategy or vision is likely unclear.
Formulation of a Product Strategy
Now that we've discussed where your product strategy fits in the big picture, let's look at a framework.
A product strategy should include challenges, an approach, and actions.
Challenges
First, analyze the problems/situations you're solving. It can be customer- or company-focused.
The analysis should explain the problems and why they're important. Try to simplify the situation and identify critical aspects.
Some questions:
What issues are we attempting to resolve?
What obstacles—internal or otherwise—are we attempting to overcome?
What is the opportunity, and why should we pursue it, in your opinion?
Decided Method
Second, describe your approach. This can be a set of company policies for handling the challenge. It's the overall approach to the first part's analysis.
The approach can be your company's bets, the solutions you've found, or how you'll solve the problems you've identified.
Again, these questions can help:
What is the value that we hope to offer to our clients?
Which market are we focusing on first?
What makes us stand out? Our benefit over rivals?
Actions
Third, identify actions that result from your approach. Second-part actions should be these.
Coordinate these actions. You may need to add products or features to your roadmap, acquire new capabilities through partnerships, or launch new marketing campaigns. Whatever fits your challenges and strategy.
Final questions:
What skills do we need to develop or obtain?
What is the chosen remedy? What are the main outputs?
What else ought to be added to our road map?
Put everything together
… and iterate!
Strategy isn't one-and-done. Changes occur. Economies change. Competitors emerge. Customer expectations change.
One unexpected event can make strategies obsolete quickly. Muscle it. Review, evaluate, and course-correct your strategies with your teams. Quarterly works. In a new or unstable industry, more often.
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