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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

Scott Hickmann

Scott Hickmann

3 years ago

Welcome

Welcome to Integrity's Web3 community!

forkast

forkast

3 years ago

Three Arrows Capital collapse sends crypto tremors

Three Arrows Capital's Google search volume rose over 5,000%.

Three Arrows Capital, a Singapore-based cryptocurrency hedge fund, filed for Chapter 15 bankruptcy last Friday to protect its U.S. assets from creditors.

  • Three Arrows filed for bankruptcy on July 1 in New York.

  • Three Arrows was ordered liquidated by a British Virgin Islands court last week after defaulting on a $670 million loan from Voyager Digital. Three days later, the Singaporean government reprimanded Three Arrows for spreading misleading information and exceeding asset limits.

  • Three Arrows' troubles began with Terra's collapse in May, after it bought US$200 million worth of Terra's LUNA tokens in February, co-founder Kyle Davies told the Wall Street Journal. Three Arrows has failed to meet multiple margin calls since then, including from BlockFi and Genesis.

  • Three Arrows Capital, founded by Kyle Davies and Su Zhu in 2012, manages $10 billion in crypto assets.

  • Bitcoin's price fell from US$20,600 to below US$19,200 after Three Arrows' bankruptcy petition. According to CoinMarketCap, BTC is now above US$20,000.

What does it mean?

Every action causes an equal and opposite reaction, per Newton's third law. Newtonian physics won't comfort Three Arrows investors, but future investors will thank them for their overconfidence.

Regulators are taking notice of crypto's meteoric rise and subsequent fall. Historically, authorities labeled the industry "high risk" to warn traditional investors against entering it. That attitude is changing. Regulators are moving quickly to regulate crypto to protect investors and prevent broader asset market busts.

The EU has reached a landmark deal that will regulate crypto asset sales and crypto markets across the 27-member bloc. The U.S. is close behind with a similar ruling, and smaller markets are also looking to improve safeguards.

For many, regulation is the only way to ensure the crypto industry survives the current winter.

Franz Schrepf

Franz Schrepf

3 years ago

What I Wish I'd Known About Web3 Before Building

Cryptoland rollercoaster

Photo by Younho Choo on Unsplash

I've lost money in crypto.

Unimportant.

The real issue: I didn’t understand how.

I'm surrounded with winners. To learn more, I created my own NFTs, currency, and DAO.

Web3 is a hilltop castle. Everything is valuable, decentralized, and on-chain.

The castle is Disneyland: beautiful in images, but chaotic with lengthy lines and kids spending too much money on dressed-up animals.

When the throng and businesses are gone, Disneyland still has enchantment.

Welcome to Cryptoland! I’ll be your guide.

The Real Story of Web3

NFTs

Scarcity. Scarce NFTs. That's their worth.

Skull. Rare-looking!

Nonsense.

Bored Ape Yacht Club vs. my NFTs?

Marketing.

BAYC is amazing, but not for the reasons people believe. Apecoin and Otherside's art, celebrity following, and innovation? Stunning.

No other endeavor captured the zeitgeist better. Yet how long did you think it took to actually mint the NFTs?

1 hour? Maybe a week for the website?

Minting NFTs is incredibly easy. Kid-friendly. Developers are rare. Think about that next time somebody posts “DevS dO SMt!?

NFTs will remain popular. These projects are like our Van Goghs and Monets. Still, be wary. It still uses exclusivity and wash selling like the OG art market.

Not all NFTs are art-related.

Soulbound and anonymous NFTs could offer up new use cases. Property rights, privacy-focused ID, open-source project verification. Everything.

NFTs build online trust through ownership.

We just need to evolve from the apes first.

NFTs' superpower is marketing until then.

Crypto currency

What the hell is a token?

99% of people are clueless.

So I invested in both coins and tokens. Same same. Only that they are not.

Coins have their own blockchain and developer/validator community. It's hard.

Creating a token on top of a blockchain? Five minutes.

Most consumers don’t understand the difference, creating an arbitrage opportunity: pretend you’re a serious project without having developers on your payroll.

Few market sites help. Take a look. See any tokens?

Maybe if you squint real hard… (Coinmarketcap)

There's a hint one click deeper.

Some tokens are legitimate. Some coins are bad investments.

Tokens are utilized for DAO governance and DApp payments. Still, know who's behind a token. They might be 12 years old.

Coins take time and money. The recent LUNA meltdown indicates that currency investing requires research.

DAOs

Decentralized Autonomous Organizations (DAOs) don't work as you assume.

Yes, members can vote.

A productive organization requires more.

I've observed two types of DAOs.

  • Total decentralization total dysfunction

  • Centralized just partially. Community-driven.

A core team executes the DAO's strategy and roadmap in successful DAOs. The community owns part of the organization, votes on decisions, and holds the team accountable.

DAOs are public companies.

Amazing.

A shareholder meeting's logistics are staggering. DAOs may hold anonymous, secure voting quickly. No need for intermediaries like banks to chase up every shareholder.

Successful DAOs aren't totally decentralized. Large-scale voting and collaboration have never been easier.

And that’s all that matters.

Scale, speed.

My Web3 learnings

Disneyland is enchanting. Web3 too.

In a few cycles, NFTs may be used to build trust, not clout. Not speculating with coins. DAOs run organizations, not themselves.

Finally, some final thoughts:

  • NFTs will be a very helpful tool for building trust online. NFTs are successful now because of excellent marketing.

  • Tokens are not the same as coins. Look into any project before making a purchase. Make sure it isn't run by three 9-year-olds piled on top of one another in a trench coat, at the very least.

  • Not entirely decentralized, DAOs. We shall see a future where community ownership becomes the rule rather than the exception once we acknowledge this fact.

Crypto Disneyland is a rollercoaster with loops that make you sick.

Always buckle up.

Have fun!

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Duane Michael

Duane Michael

2 years ago

Don't Fall Behind: 7 Subjects You Must Understand to Keep Up with Technology

As technology develops, you should stay up to date

Photo by Martin Shreder on Unsplash

You don't want to fall behind, do you? This post covers 7 tech-related things you should know.

You'll learn how to operate your computer (and other electronic devices) like an expert and how to leverage the Internet and social media to create your brand and business. Read on to stay relevant in today's tech-driven environment.

You must learn how to code.

Future-language is coding. It's how we and computers talk. Learn coding to keep ahead.

Try Codecademy or Code School. There are also numerous free courses like Coursera or Udacity, but they take a long time and aren't necessarily self-paced, so it can be challenging to find the time.

Artificial intelligence (AI) will transform all jobs.

Our skillsets must adapt with technology. AI is a must-know topic. AI will revolutionize every employment due to advances in machine learning.

Here are seven AI subjects you must know.

What is artificial intelligence?

How does artificial intelligence work?

What are some examples of AI applications?

How can I use artificial intelligence in my day-to-day life?

What jobs have a high chance of being replaced by artificial intelligence and how can I prepare for this?

Can machines replace humans? What would happen if they did?

How can we manage the social impact of artificial intelligence and automation on human society and individual people?

Blockchain Is Changing the Future

Few of us know how Bitcoin and blockchain technology function or what impact they will have on our lives. Blockchain offers safe, transparent, tamper-proof transactions.

It may alter everything from business to voting. Seven must-know blockchain topics:

  1. Describe blockchain.

  2. How does the blockchain function?

  3. What advantages does blockchain offer?

  4. What possible uses for blockchain are there?

  5. What are the dangers of blockchain technology?

  6. What are my options for using blockchain technology?

  7. What does blockchain technology's future hold?

Cryptocurrencies are here to stay

Cryptocurrencies employ cryptography to safeguard transactions and manage unit creation. Decentralized cryptocurrencies aren't controlled by governments or financial institutions.

Photo by Kanchanara on Unsplash

Bitcoin, the first cryptocurrency, was launched in 2009. Cryptocurrencies can be bought and sold on decentralized exchanges.

Bitcoin is here to stay.

Bitcoin isn't a fad, despite what some say. Since 2009, Bitcoin's popularity has grown. Bitcoin is worth learning about now. Since 2009, Bitcoin has developed steadily.

With other cryptocurrencies emerging, many people are wondering if Bitcoin still has a bright future. Curiosity is natural. Millions of individuals hope their Bitcoin investments will pay off since they're popular now.

Thankfully, they will. Bitcoin is still running strong a decade after its birth. Here's why.

The Internet of Things (IoT) is no longer just a trendy term.

IoT consists of internet-connected physical items. These items can share data. IoT is young but developing fast.

20 billion IoT-connected devices are expected by 2023. So much data! All IT teams must keep up with quickly expanding technologies. Four must-know IoT topics:

  1. Recognize the fundamentals: Priorities first! Before diving into more technical lingo, you should have a fundamental understanding of what an IoT system is. Before exploring how something works, it's crucial to understand what you're working with.

  2. Recognize Security: Security does not stand still, even as technology advances at a dizzying pace. As IT professionals, it is our duty to be aware of the ways in which our systems are susceptible to intrusion and to ensure that the necessary precautions are taken to protect them.

  3. Be able to discuss cloud computing: The cloud has seen various modifications over the past several years once again. The use of cloud computing is also continually changing. Knowing what kind of cloud computing your firm or clients utilize will enable you to make the appropriate recommendations.

  4. Bring Your Own Device (BYOD)/Mobile Device Management (MDM) is a topic worth discussing (MDM). The ability of BYOD and MDM rules to lower expenses while boosting productivity among employees who use these services responsibly is a major factor in their continued growth in popularity.

IoT Security is key

As more gadgets connect, they must be secure. IoT security includes securing devices and encrypting data. Seven IoT security must-knows:

  1. fundamental security ideas

  2. Authorization and identification

  3. Cryptography

  4. electronic certificates

  5. electronic signatures

  6. Private key encryption

  7. Public key encryption

Final Thoughts

With so much going on in the globe, it can be hard to stay up with technology. We've produced a list of seven tech must-knows.

Gareth Willey

Gareth Willey

3 years ago

I've had these five apps on my phone for a long time.

TOP APPS

Who survives spring cleaning?

Illustration by author. Mock-up by RawPixel.

Relax. Notion is off-limits. This topic is popular.

(I wrote about it 2 years ago, before everyone else did.) So).

These apps are probably new to you. I hope you find a new phone app after reading this.

Outdooractive

ViewRanger is Google Maps for outdoor enthusiasts.

This app has been so important to me as a freedom-loving long-distance walker and hiker.

Screenshots from Outdooractive.

This app shows nearby trails and right-of-ways on top of an Open Street Map.

Helpful detail and data. Any route's distance,

You can download and follow tons of routes planned by app users.

This has helped me find new routes and places a fellow explorer has tried.

Free with non-intrusive ads. Years passed before I subscribed. Pro costs £2.23/month.

This app is for outdoor lovers.

Google Files

New phones come with bloatware. These rushed apps are frustrating.

We must replace these apps. 2017 was Google's year.

Screenshots from Files.

Files is a file manager. It's quick, innovative, and clean. They've given people what they want.

It's easy to organize files, clear space, and clear cache.

I recommend Gallery by Google as a gallery app alternative. It's quick and easy.

Trainline

Screenshots by Trainline.

App for trains, buses, and coaches.

I've used this app for years. It did the basics well when I first used it.

Since then, it's improved. It's constantly adding features to make traveling easier and less stressful.

Split-ticketing helps me save hundreds a year on train fares. This app is only available in the UK and Europe.

This service doesn't link to a third-party site. Their app handles everything.

Not all train and coach companies use this app. All the big names are there, though.

Here's more on the app.

Battlefield: Mobile

Screenshot from home screen.

Play Store has 478,000 games. Few can turn my phone into a console.

Call of Duty Mobile and Asphalt 8/9 are examples.

Asphalt's loot boxes and ads make it unplayable. Call of Duty opens with a few ads. Close them to play without hassle.

This game uses all your phone's features to provide a high-quality, seamless experience. If my internet connection is good, I never experience lag or glitches.

The gameplay is energizing and intense, just like on consoles. Sometimes I'm too involved. I've thrown my phone in anger. I'm totally absorbed.

Customizability is my favorite. Since phones have limited screen space, we should only have the buttons we need, placed conveniently.

Size, opacity, and position are modifiable. Adjust audio, graphics, and textures. It's customizable.

This game has been on my phone for three years. It began well and has gotten better. When I think the creators can't do more, they do.

If you play, read my tips for winning a Battle Royale.

Lightroom

Screenshots from Lightroom app.

As a photographer, I believe your best camera is on you. The phone.

2017 was a big year for this app. I've tried many photo-editing apps since then. This always wins.

The app is dull. I've never seen better photo editing on a phone.

Adjusting settings and sliders doesn't damage or compress photos. It's detailed.

This is important for phone photos, which are lower quality than professional ones.

Some tools are behind a £4.49/month paywall. Adobe must charge a subscription fee instead of selling licenses. (I'm still bitter about Creative Cloud's price)

Snapseed is my pick. Lightroom is where I do basic editing before moving to Snapseed. Snapseed review:

Screen recording of the powerful Snapseed app.

These apps are great. They cover basic and complex editing needs while traveling.

Final Reflections

I hope you downloaded one of these. Share your favorite apps. These apps are scarce.

The Mystique

The Mystique

2 years ago

Four Shocking Dark Web Incidents that Should Make You Avoid It

Dark Web activity? Is it as horrible as they say?

Photo by Luca Bravo on Unsplash

We peruse our phones for hours. Internet has improved our worldview.

However, the world's harshest realities remain buried on the internet and unattainable by everyone.

Browsers cannot access the Dark Web. Browse it with high-security authentication and exclusive access. There are compelling reasons to avoid the dark web at all costs.

1. The Dark Web and I

Photo by Sam Moghadam Khamseh on Unsplash

Darius wrote My Dark Web Story on reddit two years ago. The user claimed to have shared his dark web experience. DaRealEddyYT wanted to surf the dark web after hearing several stories.

He curiously downloaded Tor Browser, which provides anonymity and security.

In the Dark Room, bound

As Darius logged in, a text popped up: “Want a surprise? Click on this link.”

The link opened to a room with a chair. Only one light source illuminated the room. The chair held a female tied.

As the screen read "Let the game begin," a man entered the room and was paid in bitcoins to torment the girl.

The man dragged and tortured the woman.

A danger to safety

Leaving so soon, Darius, disgusted Darius tried to leave the stream. The anonymous user then sent Darius his personal information, including his address, which frightened him because he didn't know Tor was insecure.

After deleting the app, his phone camera was compromised.

He also stated that he left his residence and returned to find it unlocked and a letter saying, Thought we wouldn't find you? Reddit never updated the story.

The story may have been a fake, but a much scarier true story about the dark side of the internet exists.

2. The Silk Road Market

Ross William Ulbricht | Photo Credits: Wikimedia Commons

The dark web is restricted for a reason. The dark web has everything illicit imaginable. It's awful central.

The dark web has everything, from organ sales to drug trafficking to money laundering to human trafficking. Illegal drugs, pirated software, credit card, bank, and personal information can be found in seconds.

The dark web has reserved websites like Google. The Silk Road Website, which operated from 2011 to 2013, was a leading digital black market.

The FBI grew obsessed with site founder and processor Ross William Ulbricht.

The site became a criminal organization as money laundering and black enterprises increased. Bitcoin was utilized for credit card payment.

The FBI was close to arresting the site's administrator. Ross was detained after the agency closed Silk Road in 2013.

Two years later, in 2015, he was convicted and sentenced to two consecutive life terms and forty years. He appealed in 2016 but was denied, thus he is currently serving time.

The hefty sentence was for more than running a black marketing site. He was also convicted of murder-for-hire, earning about $730,000 in a short time.

3. Person-buying auctions

The British model, Chloe Ayling | Photo Credits: Pinterest

Bidding on individuals is another weird internet activity. After a Milan photo shoot, 20-year-old British model Chloe Ayling was kidnapped.

An ad agency in Milan made a bogus offer to shoot with the mother of a two-year-old boy. Four men gave her anesthetic and put her in a duffel bag when she arrived.

She was held captive for several days, and her images and $300,000 price were posted on the dark web. Black Death Trafficking Group kidnapped her to sell her for sex.

She was told two black death foot warriors abducted her. The captors released her when they found she was a mother because mothers were less desirable to sex slave buyers.

In July 2018, Lukasz Pawel Herba was arrested and sentenced to 16 years and nine months in prison. Being a young mother saved Chloe from creepy bidding.

However, it exceeds expectations of how many more would be in such danger daily without their knowledge.

4. Organ sales

Photo by Emiliano Vittoriosi on Unsplash

Many are unaware of dark web organ sales. Patients who cannot acquire organs often turn to dark web brokers.

Brokers handle all transactions between donors and customers.

Bitcoins are used for dark web transactions, and the Tor server permits personal data on the web.

The WHO reports approximately 10,000 unlawful organ transplants annually. The black web sells kidneys, hearts, even eyes.

To protect our lives and privacy, we should manage our curiosity and never look up dangerous stuff.

While it's fascinating and appealing to know what's going on in the world we don't know about, it's best to prioritize our well-being because one never knows how bad it might get.

Sources

Reddit.com

The Daily Beast

PYMNTS

Commons.erau.edu

The Sun

Investopedia

Startup Talky