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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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More on Web3 & Crypto
ANDREW SINGER
3 years ago
Crypto seen as the ‘future of money’ in inflation-mired countries
Crypto as the ‘future of money' in inflation-stricken nations
Citizens of devalued currencies “need” crypto. “Nice to have” in the developed world.
According to Gemini's 2022 Global State of Crypto report, cryptocurrencies “evolved from what many considered a niche investment into an established asset class” last year.
More than half of crypto owners in Brazil (51%), Hong Kong (51%), and India (54%), according to the report, bought cryptocurrency for the first time in 2021.
The study found that inflation and currency devaluation are powerful drivers of crypto adoption, especially in emerging market (EM) countries:
“Respondents in countries that have seen a 50% or greater devaluation of their currency against the USD over the last decade were more than 5 times as likely to plan to purchase crypto in the coming year.”
Between 2011 and 2021, the real lost 218 percent of its value against the dollar, and 45 percent of Brazilians surveyed by Gemini said they planned to buy crypto in 2019.
The rand (South Africa's currency) has fallen 103 percent in value over the last decade, second only to the Brazilian real, and 32 percent of South Africans expect to own crypto in the coming year. Mexico and India, the third and fourth highest devaluation countries, followed suit.
Compared to the US dollar, Hong Kong and the UK currencies have not devalued in the last decade. Meanwhile, only 5% and 8% of those surveyed in those countries expressed interest in buying crypto.
What can be concluded? Noah Perlman, COO of Gemini, sees various crypto use cases depending on one's location.
‘Need to have' investment in countries where the local currency has devalued against the dollar, whereas in the developed world it is still seen as a ‘nice to have'.
Crypto as money substitute
As an adjunct professor at New York University School of Law, Winston Ma distinguishes between an asset used as an inflation hedge and one used as a currency replacement.
Unlike gold, he believes Bitcoin (BTC) is not a “inflation hedge”. They acted more like growth stocks in 2022. “Bitcoin correlated more closely with the S&P 500 index — and Ether with the NASDAQ — than gold,” he told Cointelegraph. But in the developing world, things are different:
“Inflation may be a primary driver of cryptocurrency adoption in emerging markets like Brazil, India, and Mexico.”
According to Justin d'Anethan, institutional sales director at the Amber Group, a Singapore-based digital asset firm, early adoption was driven by countries where currency stability and/or access to proper banking services were issues. Simply put, he said, developing countries want alternatives to easily debased fiat currencies.
“The larger flows may still come from institutions and developed countries, but the actual users may come from places like Lebanon, Turkey, Venezuela, and Indonesia.”
“Inflation is one of the factors that has and continues to drive adoption of Bitcoin and other crypto assets globally,” said Sean Stein Smith, assistant professor of economics and business at Lehman College.
But it's only one factor, and different regions have different factors, says Stein Smith. As a “instantaneously accessible, traceable, and cost-effective transaction option,” investors and entrepreneurs increasingly recognize the benefits of crypto assets. Other places promote crypto adoption due to “potential capital gains and returns”.
According to the report, “legal uncertainty around cryptocurrency,” tax questions, and a general education deficit could hinder adoption in Asia Pacific and Latin America. In Africa, 56% of respondents said more educational resources were needed to explain cryptocurrencies.
Not only inflation, but empowering our youth to live better than their parents without fear of failure or allegiance to legacy financial markets or products, said Monica Singer, ConsenSys South Africa lead. Also, “the issue of cash and remittances is huge in Africa, as is the issue of social grants.”
Money's future?
The survey found that Brazil and Indonesia had the most cryptocurrency ownership. In each country, 41% of those polled said they owned crypto. Only 20% of Americans surveyed said they owned cryptocurrency.
These markets are more likely to see cryptocurrencies as the future of money. The survey found:
“The majority of respondents in Latin America (59%) and Africa (58%) say crypto is the future of money.”
Brazil (66%), Nigeria (63%), Indonesia (61%), and South Africa (57%). Europe and Australia had the fewest believers, with Denmark at 12%, Norway at 15%, and Australia at 17%.
Will the Ukraine conflict impact adoption?
The poll was taken before the war. Will the devastating conflict slow global crypto adoption growth?
With over $100 million in crypto donations directly requested by the Ukrainian government since the war began, Stein Smith says the war has certainly brought crypto into the mainstream conversation.
“This real-world demonstration of decentralized money's power could spur wider adoption, policy debate, and increased use of crypto as a medium of exchange.”
But the war may not affect all developing nations. “The Ukraine war has no impact on African demand for crypto,” Others loom larger. “Yes, inflation, but also a lack of trust in government in many African countries, and a young demographic very familiar with mobile phones and the internet.”
A major success story like Mpesa in Kenya has influenced the continent and may help accelerate crypto adoption. Creating a plan when everyone you trust fails you is directly related to the African spirit, she said.
On the other hand, Ma views the Ukraine conflict as a sort of crisis check for cryptocurrencies. For those in emerging markets, the Ukraine-Russia war has served as a “stress test” for the cryptocurrency payment rail, he told Cointelegraph.
“These emerging markets may see the greatest future gains in crypto adoption.”
Inflation and currency devaluation are persistent global concerns. In such places, Bitcoin and other cryptocurrencies are now seen as the “future of money.” Not in the developed world, but that could change with better regulation and education. Inflation and its impact on cash holdings are waking up even Western nations.
Read original post here.
Jayden Levitt
3 years ago
The country of El Salvador's Bitcoin-obsessed president lost $61.6 million.
It’s only a loss if you sell, right?
Nayib Bukele proclaimed himself “the world’s coolest dictator”.
His jokes aren't clear.
El Salvador's 43rd president self-proclaimed “CEO of El Salvador” couldn't be less presidential.
His thin jeans, aviator sunglasses, and baseball caps like a cartel lord.
He's popular, though.
Bukele won 53% of the vote by fighting violent crime and opposition party corruption.
El Salvador's 6.4 million inhabitants are riding the cryptocurrency volatility wave.
They were powerless.
Their autocratic leader, a former Yamaha Motors salesperson and Bitcoin believer, wants to help 70% unbanked locals.
He intended to give the citizens a way to save money and cut the country's $200 million remittance cost.
Transfer and deposit costs.
This makes logical sense when the president’s theatrics don’t blind you.
El Salvador's Bukele revealed plans to make bitcoin legal tender.
Remittances total $5.9 billion (23%) of the country's expenses.
Anything that reduces costs could boost the economy.
The country’s unbanked population is staggering. Here’s the data by % of people who either have a bank account (Blue) or a mobile money account (Black).
According to Bukele, 46% of the population has downloaded the Chivo Bitcoin Wallet.
In 2021, 36% of El Salvadorans had bank accounts.
Large rural countries like Kenya seem to have resolved their unbanked dilemma.
An economy surfaced where village locals would sell, trade and store network minutes and data as a store of value.
Kenyan phone networks realized unbanked people needed a safe way to accumulate wealth and have an emergency fund.
96% of Kenyans utilize M-PESA, which doesn't require a bank account.
The software involves human agents who hang out with cash and a phone.
These people are like ATMs.
You offer them cash to deposit money in your mobile money account or withdraw cash.
In a country with a faulty banking system, cash availability and a safe place to deposit it are important.
William Jack and Tavneet Suri found that M-PESA brought 194,000 Kenyan households out of poverty by making transactions cheaper and creating a safe store of value.
Mobile money, a service that allows monetary value to be stored on a mobile phone and sent to other users via text messages, has been adopted by most Kenyan households. We estimate that access to the Kenyan mobile money system M-PESA increased per capita consumption levels and lifted 194,000 households, or 2% of Kenyan households, out of poverty.
The impacts, which are more pronounced for female-headed households, appear to be driven by changes in financial behaviour — in particular, increased financial resilience and saving. Mobile money has therefore increased the efficiency of the allocation of consumption over time while allowing a more efficient allocation of labour, resulting in a meaningful reduction of poverty in Kenya.
Currently, El Salvador has 2,301 Bitcoin.
At publication, it's worth $44 million. That remains 41% of Bukele's original $105.6 million.
Unknown if the country has sold Bitcoin, but Bukeles keeps purchasing the dip.
It's still falling.
This might be a fantastic move for the impoverished country over the next five years, if they can live economically till Bitcoin's price recovers.
The evidence demonstrates that a store of value pulls individuals out of poverty, but others say Bitcoin is premature.
You may regard it as an aggressive endeavor to front run the next wave of adoption, offering El Salvador a financial upside.
Sam Bourgi
3 years ago
DAOs are legal entities in Marshall Islands.
The Pacific island state recognizes decentralized autonomous organizations.
The Republic of the Marshall Islands has recognized decentralized autonomous organizations (DAOs) as legal entities, giving collectively owned and managed blockchain projects global recognition.
The Marshall Islands' amended the Non-Profit Entities Act 2021 that now recognizes DAOs, which are blockchain-based entities governed by self-organizing communities. Incorporating Admiralty LLC, the island country's first DAO, was made possible thanks to the amendement. MIDAO Directory Services Inc., a domestic organization established to assist DAOs in the Marshall Islands, assisted in the incorporation.
The new law currently allows any DAO to register and operate in the Marshall Islands.
“This is a unique moment to lead,” said Bobby Muller, former Marshall Islands chief secretary and co-founder of MIDAO. He believes DAOs will help create “more efficient and less hierarchical” organizations.
A global hub for DAOs, the Marshall Islands hopes to become a global hub for DAO registration, domicile, use cases, and mass adoption. He added:
"This includes low-cost incorporation, a supportive government with internationally recognized courts, and a technologically open environment."
According to the World Bank, the Marshall Islands is an independent island state in the Pacific Ocean near the Equator. To create a blockchain-based cryptocurrency that would be legal tender alongside the US dollar, the island state has been actively exploring use cases for digital assets since at least 2018.
In February 2018, the Marshall Islands approved the creation of a new cryptocurrency, Sovereign (SOV). As expected, the IMF has criticized the plan, citing concerns that a digital sovereign currency would jeopardize the state's financial stability. They have also criticized El Salvador, the first country to recognize Bitcoin (BTC) as legal tender.
Marshall Islands senator David Paul said the DAO legislation does not pose the same issues as a government-backed cryptocurrency. “A sovereign digital currency is financial and raises concerns about money laundering,” . This is more about giving DAOs legal recognition to make their case to regulators, investors, and consumers.
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Sanjay Priyadarshi
3 years ago
Using Ruby code, a programmer created a $48,000,000,000 product that Elon Musk admired.
Unexpected Success
Shopify CEO and co-founder Tobias Lutke. Shopify is worth $48 billion.
World-renowned entrepreneur Tobi
Tobi never expected his first online snowboard business to become a multimillion-dollar software corporation.
Tobi founded Shopify to establish a 20-person company.
The publicly traded corporation employs over 10,000 people.
Here's Tobi Lutke's incredible story.
Elon Musk tweeted his admiration for the Shopify creator.
30-October-2019.
Musk praised Shopify founder Tobi Lutke on Twitter.
Happened:
Explore this programmer's journey.
What difficulties did Tobi experience as a young child?
Germany raised Tobi.
Tobi's parents realized he was smart but had trouble learning as a toddler.
Tobi was learning disabled.
Tobi struggled with school tests.
Tobi's learning impairments were undiagnosed.
Tobi struggled to read as a dyslexic.
Tobi also found school boring.
Germany's curriculum didn't inspire Tobi's curiosity.
“The curriculum in Germany was taught like here are all the solutions you might find useful later in life, spending very little time talking about the problem…If I don’t understand the problem I’m trying to solve, it’s very hard for me to learn about a solution to a problem.”
Studying computer programming
After tenth grade, Tobi decided school wasn't for him and joined a German apprenticeship program.
This curriculum taught Tobi software engineering.
He was an apprentice in a small Siemens subsidiary team.
Tobi worked with rebellious Siemens employees.
Team members impressed Tobi.
Tobi joined the team for this reason.
Tobi was pleased to get paid to write programming all day.
His life could not have been better.
Devoted to snowboarding
Tobi loved snowboarding.
He drove 5 hours to ski at his folks' house.
His friends traveled to the US to snowboard when he was older.
However, the cheap dollar conversion rate led them to Canada.
2000.
Tobi originally decided to snowboard instead than ski.
Snowboarding captivated him in Canada.
On the trip to Canada, Tobi encounters his wife.
Tobi meets his wife Fiona McKean on his first Canadian ski trip.
They maintained in touch after the trip.
Fiona moved to Germany after graduating.
Tobi was a startup coder.
Fiona found work in Germany.
Her work included editing, writing, and academics.
“We lived together for 10 months and then she told me that she need to go back for the master's program.”
With Fiona, Tobi immigrated to Canada.
Fiona invites Tobi.
Tobi agreed to move to Canada.
Programming helped Tobi move in with his girlfriend.
Tobi was an excellent programmer, therefore what he did in Germany could be done anywhere.
He worked remotely for his German employer in Canada.
Tobi struggled with remote work.
Due to poor communication.
No slack, so he used email.
Programmers had trouble emailing.
Tobi's startup was developing a browser.
After the dot-com crash, individuals left that startup.
It ended.
Tobi didn't intend to work for any major corporations.
Tobi left his startup.
He believed he had important skills for any huge corporation.
He refused to join a huge corporation.
Because of Siemens.
Tobi learned to write professional code and about himself while working at Siemens in Germany.
Siemens culture was odd.
Employees were distrustful.
Siemens' rigorous dress code implies that the corporation doesn't trust employees' attire.
It wasn't Tobi's place.
“There was so much bad with it that it just felt wrong…20-year-old Tobi would not have a career there.”
Focused only on snowboarding
Tobi lived in Ottawa with his girlfriend.
Canada is frigid in winter.
Ottawa's winters last.
Almost half a year.
Tobi wanted to do something worthwhile now.
So he snowboarded.
Tobi began snowboarding seriously.
He sought every snowboarding knowledge.
He researched the greatest snowboarding gear first.
He created big spreadsheets for snowboard-making technologies.
Tobi grew interested in selling snowboards while researching.
He intended to sell snowboards online.
He had no choice but to start his own company.
A small local company offered Tobi a job.
Interested.
He must sign papers to join the local company.
He needed a work permit when he signed the documents.
Tobi had no work permit.
He was allowed to stay in Canada while applying for permanent residency.
“I wasn’t illegal in the country, but my state didn’t give me a work permit. I talked to a lawyer and he told me it’s going to take a while until I get a permanent residency.”
Tobi's lawyer told him he cannot get a work visa without permanent residence.
His lawyer said something else intriguing.
Tobis lawyer advised him to start a business.
Tobi declined this local company's job offer because of this.
Tobi considered opening an internet store with his technical skills.
He sold snowboards online.
“I was thinking of setting up an online store software because I figured that would exist and use it as a way to sell snowboards…make money while snowboarding and hopefully have a good life.”
What brought Tobi and his co-founder together, and how did he support Tobi?
Tobi lived with his girlfriend's parents.
In Ottawa, Tobi encounters Scott Lake.
Scott was Tobis girlfriend's family friend and worked for Tobi's future employer.
Scott and Tobi snowboarded.
Tobi pitched Scott his snowboard sales software idea.
Scott liked the idea.
They planned a business together.
“I was looking after the technology and Scott was dealing with the business side…It was Scott who ended up developing relationships with vendors and doing all the business set-up.”
Issues they ran into when attempting to launch their business online
Neither could afford a long-term lease.
That prompted their online business idea.
They would open a store.
Tobi anticipated opening an internet store in a week.
Tobi seeks open-source software.
Most existing software was pricey.
Tobi and Scott couldn't afford pricey software.
“In 2004, I was sitting in front of my computer absolutely stunned realising that we hadn’t figured out how to create software for online stores.”
They required software to:
to upload snowboard images to the website.
people to look up the types of snowboards that were offered on the website. There must be a search feature in the software.
Online users transmit payments, and the merchant must receive them.
notifying vendors of the recently received order.
No online selling software existed at the time.
Online credit card payments were difficult.
How did they advance the software while keeping expenses down?
Tobi and Scott needed money to start selling snowboards.
Tobi and Scott funded their firm with savings.
“We both put money into the company…I think the capital we had was around CAD 20,000(Canadian Dollars).”
Despite investing their savings.
They minimized costs.
They tried to conserve.
No office rental.
They worked in several coffee shops.
Tobi lived rent-free at his girlfriend's parents.
He installed software in coffee cafes.
How were the software issues handled?
Tobi found no online snowboard sales software.
Two choices remained:
Change your mind and try something else.
Use his programming expertise to produce something that will aid in the expansion of this company.
Tobi knew he was the sole programmer working on such a project from the start.
“I had this realisation that I’m going to be the only programmer who has ever worked on this, so I don’t have to choose something that lots of people know. I can choose just the best tool for the job…There is been this programming language called Ruby which I just absolutely loved ”
Ruby was open-source and only had Japanese documentation.
Latin is the source code.
Tobi used Ruby twice.
He assumed he could pick the tool this time.
Why not build with Ruby?
How did they find their first time operating a business?
Tobi writes applications in Ruby.
He wrote the initial software version in 2.5 months.
Tobi and Scott founded Snowdevil to sell snowboards.
Tobi coded for 16 hours a day.
His lifestyle was unhealthy.
He enjoyed pizza and coke.
“I would never recommend this to anyone, but at the time there was nothing more interesting to me in the world.”
Their initial purchase and encounter with it
Tobi worked in cafes then.
“I was working in a coffee shop at this time and I remember everything about that day…At some time, while I was writing the software, I had to type the email that the software would send to tell me about the order.”
Tobi recalls everything.
He checked the order on his laptop at the coffee shop.
Pennsylvanian ordered snowboard.
Tobi walked home and called Scott. Tobi told Scott their first order.
They loved the order.
How were people made aware about Snowdevil?
2004 was very different.
Tobi and Scott attempted simple website advertising.
Google AdWords was new.
Ad clicks cost 20 cents.
Online snowboard stores were scarce at the time.
Google ads propelled the snowdevil brand.
Snowdevil prospered.
They swiftly recouped their original investment in the snowboard business because to its high profit margin.
Tobi and Scott struggled with inventories.
“Snowboards had really good profit margins…Our biggest problem was keeping inventory and getting it back…We were out of stock all the time.”
Selling snowboards returned their investment and saved them money.
They did not appoint a business manager.
They accomplished everything alone.
Sales dipped in the spring, but something magical happened.
Spring sales plummeted.
They considered stocking different boards.
They naturally wanted to add boards and grow the business.
However, magic occurred.
Tobi coded and improved software while running Snowdevil.
He modified software constantly. He wanted speedier software.
He experimented to make the software more resilient.
Tobi received emails requesting the Snowdevil license.
They intended to create something similar.
“I didn’t stop programming, I was just like Ok now let me try things, let me make it faster and try different approaches…Increasingly I got people sending me emails and asking me If I would like to licence snowdevil to them. People wanted to start something similar.”
Software or skateboards, your choice
Scott and Tobi had to choose a hobby in 2005.
They might sell alternative boards or use software.
The software was a no-brainer from demand.
Daniel Weinand is invited to join Tobi's business.
Tobis German best friend is Daniel.
Tobi and Scott chose to use the software.
Tobi and Scott kept the software service.
Tobi called Daniel to invite him to Canada to collaborate.
Scott and Tobi had quit snowboarding until then.
How was Shopify launched, and whence did the name come from?
The three chose Shopify.
Named from two words.
First:
Shop
Final part:
Simplify
Shopify
Shopify's crew has always had one goal:
creating software that would make it simple and easy for people to launch online storefronts.
Launched Shopify after raising money for the first time.
Shopify began fundraising in 2005.
First, they borrowed from family and friends.
They needed roughly $200k to run the company efficiently.
$200k was a lot then.
When questioned why they require so much money. Tobi told them to trust him with their goals. The team raised seed money from family and friends.
Shopify.com has a landing page. A demo of their goal was on the landing page.
In 2006, Shopify had about 4,000 emails.
Shopify rented an Ottawa office.
“We sent a blast of emails…Some people signed up just to try it out, which was exciting.”
How things developed after Scott left the company
Shopify co-founder Scott Lake left in 2008.
Scott was CEO.
“He(Scott) realized at some point that where the software industry was going, most of the people who were the CEOs were actually the highly technical person on the founding team.”
Scott leaving the company worried Tobi.
Tobis worried about finding a new CEO.
To Tobi:
A great VC will have the network to identify the perfect CEO for your firm.
Tobi started visiting Silicon Valley to meet with venture capitalists to recruit a CEO.
Initially visiting Silicon Valley
Tobi came to Silicon Valley to start a 20-person company.
This company creates eCommerce store software.
Tobi never wanted a big corporation. He desired a fulfilling existence.
“I stayed in a hostel in the Bay Area. I had one roommate who was also a computer programmer. I bought a bicycle on Craiglist. I was there for a week, but ended up staying two and a half weeks.”
Tobi arrived unprepared.
When venture capitalists asked him business questions.
He answered few queries.
Tobi didn't comprehend VC meetings' terminology.
He wrote the terms down and looked them up.
Some were fascinated after he couldn't answer all these queries.
“I ended up getting the kind of term sheets people dream about…All the offers were conditional on moving our company to Silicon Valley.”
Canada received Tobi.
He wanted to consult his team before deciding. Shopify had five employees at the time.
2008.
A global recession greeted Tobi in Canada. The recession hurt the market.
His term sheets were useless.
The economic downturn in the world provided Shopify with a fantastic opportunity.
The global recession caused significant job losses.
Fired employees had several ideas.
They wanted online stores.
Entrepreneurship was desired. They wanted to quit work.
People took risks and tried new things during the global slump.
Shopify subscribers skyrocketed during the recession.
“In 2009, the company reached neutral cash flow for the first time…We were in a position to think about long-term investments, such as infrastructure projects.”
Then, Tobi Lutke became CEO.
How did Tobi perform as the company's CEO?
“I wasn’t good. My team was very patient with me, but I had a lot to learn…It’s a very subtle job.”
2009–2010.
Tobi limited the company's potential.
He deliberately restrained company growth.
Tobi had one costly problem:
Whether Shopify is a venture or a lifestyle business.
The company's annual revenue approached $1 million.
Tobi battled with the firm and himself despite good revenue.
His wife was supportive, but the responsibility was crushing him.
“It’s a crushing responsibility…People had families and kids…I just couldn’t believe what was going on…My father-in-law gave me money to cover the payroll and it was his life-saving.”
Throughout this trip, everyone supported Tobi.
They believed it.
$7 million in donations received
Tobi couldn't decide if this was a lifestyle or a business.
Shopify struggled with marketing then.
Later, Tobi tried 5 marketing methods.
He told himself that if any marketing method greatly increased their growth, he would call it a venture, otherwise a lifestyle.
The Shopify crew brainstormed and voted on marketing concepts.
Tested.
“Every single idea worked…We did Adwords, published a book on the concept, sponsored a podcast and all the ones we tracked worked.”
To Silicon Valley once more
Shopify marketing concepts worked once.
Tobi returned to Silicon Valley to pitch investors.
He raised $7 million, valuing Shopify at $25 million.
All investors had board seats.
“I find it very helpful…I always had a fantastic relationship with everyone who’s invested in my company…I told them straight that I am not going to pretend I know things, I want you to help me.”
Tobi developed skills via running Shopify.
Shopify had 20 employees.
Leaving his wife's parents' home
Tobi left his wife's parents in 2014.
Tobi had a child.
Shopify has 80,000 customers and 300 staff in 2013.
Public offering in 2015
Shopify investors went public in 2015.
Shopify powers 4.1 million e-Commerce sites.
Shopify stores are 65% US-based.
It is currently valued at $48 billion.
Evgenii Nelepko
3 years ago
My 3 biggest errors as a co-founder and CEO
Reflections on the closed company Hola! Dating app
I'll discuss my fuckups as an entrepreneur and CEO. All of them refer to the dating app Hola!, which I co-founded and starred in.
Spring 2021 was when we started. Two techies and two non-techies created a dating app. Pokemon Go and Tinder were combined.
Online dating is a business, and it takes two weeks from a like to a date. We questioned online dating app users if they met anyone offline last year.
75% replied yes, 50% sometimes, 25% usually.
Offline dating is popular, yet people have concerns.
Men are reluctant to make mistakes in front of others.
Women are curious about the background of everyone who approaches them.
We designed unique mechanics that let people date after a match. No endless chitchat. Women would be safe while men felt like cowboys.
I wish to emphasize three faults that lead to founders' estrangement.
This detachment ultimately led to us shutting down the company.
The wrong technology stack
Situation
Instead of generating a faster MVP and designing an app in a universal stack for iOS and Android, I argued we should pilot the app separately for iOS and Android. Technical founders' expertise made this possible.
Self-reflection
Mistaken strategy. We lost time and resources developing two apps at once. We chose iOS since it's more profitable. Apple took us out after the release, citing Guideline 4.3 Spam. After 4 months, we had nothing. We had a long way to go to get the app on Android and the Store.
I suggested creating a uniform platform for the company's growth. This makes parallel product development easier. The strategist's lack of experience and knowledge made it a piece of crap.
What would I have changed if I could?
We should have designed an Android universal stack. I expected Apple to have issues with a dating app.
Our approach should have been to launch something and subsequently improve it, but prejudice won.
The lesson
Discuss the IT stack with your CTO. It saves time and money. Choose the easiest MVP method.
2. A tardy search for investments
Situation
Though the universe and other founders encouraged me to locate investors first, I started pitching when we almost had an app.
When angels arrived, it was time to close. The app was banned, war broke out, I left the country, and the other co-founders stayed. We had no savings.
Self-reflection
I loved interviewing users. I'm proud of having done 1,000 interviews. I wanted to understand people's pain points and improve the product.
Interview results no longer affected the product. I was terrified to start pitching. I filled out accelerator applications and redid my presentation. You must go through that so you won't be terrified later.
What would I have changed if I could?
Get an external or internal mentor to help me with my first pitch as soon as possible. I'd be supported if criticized. He'd cheer with me if there was enthusiasm.
In 99% of cases, I'm comfortable jumping into the unknown, but there are exceptions. The mentor's encouragement would have prompted me to act sooner.
The lesson
Begin fundraising immediately. Months may pass. Show investors your pre-MVP project. Draw inferences from feedback.
3. Role ambiguity
Situation
My technical co-founders were also part-time lead developers, which produced communication issues. As co-founders, we communicated well and recognized the problems. Stakes, vesting, target markets, and approach were agreed upon.
We were behind schedule. Technical debt and strategic gap grew.
Bi-daily and weekly reviews didn't help. Each time, there were explanations. Inside, I was freaking out.
Self-reflection
I am a fairly easy person to talk to. I always try to stick to agreements; otherwise, my head gets stuffed with unnecessary information, interpretations, and emotions.
Sit down -> talk -> decide -> do -> evaluate the results. Repeat it.
If I don't get detailed comments, I start ruining everyone's mood. If there's a systematic violation of agreements without a good justification, I won't join the project or I'll end the collaboration.
What would I have done otherwise?
This is where it’s scariest to draw conclusions. Probably the most logical thing would have been not to start the project as we started it. But that was already a completely different project. So I would not have done anything differently and would have failed again.
But I drew conclusions for the future.
The lesson
First-time founders should find an adviser or team coach for a strategic session. It helps split the roles and responsibilities.
Francesca Furchtgott
3 years ago
Giving customers what they want or betraying the values of the brand?
A J.Crew collaboration for fashion label Eveliina Vintage is not a paradox; it is a solution.
Eveliina Vintage's capsule collection debuted yesterday at J.Crew. This J.Crew partnership stopped me in my tracks.
Eveliina Vintage sells vintage goods. Eeva Musacchia founded the shop in Finland in the 1970s. It's recognized for its one-of-a-kind slip dresses from the 1930s and 1940s.
I wondered why a vintage brand would partner with a mass shop. Fast fashion against vintage shopping? Will Eveliina Vintages customers be turned off?
But Eveliina Vintages customers don't care about sustainability. They want Eveliina's Instagram look. Eveliina Vintage collaborated with J.Crew to give customers what they wanted: more Eveliina at a lower price.
Vintage: A Fashion Option That Is Eco-Conscious
Secondhand shopping is a trendy response to quick fashion. J.Crew releases hundreds of styles annually. Waste and environmental damage have been criticized. A pair of jeans requires 1,800 gallons of water. J.Crew's limited-time deals promote more purchases. J.Crew items are likely among those Americans wear 7 times before discarding.
Consumers and designers have emphasized sustainability in recent years. Stella McCartney and Eileen Fisher are popular eco-friendly brands. They've also flocked to ThredUp and similar sites.
Gap, Levis, and Allbirds have listened to consumer requests. They promote recycling, ethical sourcing, and secondhand shopping.
Secondhand shoppers feel good about reusing and recycling clothing that might have ended up in a landfill.
Eco-conscious fashionistas shop vintage. These shoppers enjoy the thrill of the hunt (that limited-edition Chanel bag!) and showing off a unique piece (nobody will have my look!). They also reduce their environmental impact.
Is Eveliina Vintage capitalizing on an aesthetic or is it a sustainable brand?
Eveliina Vintage emphasizes environmental responsibility. Vogue's Amanda Musacchia emphasized sustainability. Amanda, founder Eeva's daughter, is a company leader.
But Eveliina's press message doesn't address sustainability, unlike Instagram. Scarcity and fame rule.
Eveliina Vintages Instagram has see-through dresses and lace-trimmed slip dresses. Celebrities and influencers are often photographed in Eveliina's apparel, which has 53,000+ followers. Vogue appreciates Eveliina's style. Multiple publications discuss Alexa Chung's Eveliina dress.
Eveliina Vintage markets its one-of-a-kind goods. It teases future content, encouraging visitors to return. Scarcity drives demand and raises clothing prices. One dress is $1,600+, but most are $500-$1,000.
The catch: Eveliina can't monetize its expanding popularity due to exorbitant prices and limited quantity. Why?
Most people struggle to pay for their clothing. But Eveliina Vintage lacks those more affordable entry-level products, in contrast to other luxury labels that sell accessories or perfume.
Many people have trouble fitting into their clothing. The bodies of most women in the past were different from those for which vintage clothing was designed. Each Eveliina dress's specific measurements are mentioned alongside it. Be careful, you can fall in love with an ill-fitting dress.
No matter how many people can afford it and fit into it, there is only one item to sell. To get the item before someone else does, those people must be on the Eveliina Vintage website as soon as it becomes available.
A Way for Eveliina Vintage to Make Money (and Expand) with J.Crew Its following
Eveliina Vintages' cooperation with J.Crew makes commercial sense.
This partnership spreads Eveliina's style. Slightly better pricing The $390 outfits have multicolored slips and gauzy cotton gowns. Sizes range from 00 to 24, which is wider than vintage racks.
Eveliina Vintage customers like the combination. Excited comments flood the brand's Instagram launch post. Nobody is mocking the 50-year-old vintage brand's fast-fashion partnership.
Vintage may be a sustainable fashion trend, but that's not why Eveliina's clients love the brand. They only care about the old look.
And that is a tale as old as fashion.