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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

Jeff John Roberts

Jeff John Roberts

3 years ago

Jack Dorsey and  Jay-Z Launch 'Bitcoin Academy' in Brooklyn rapper's home

The new Bitcoin Academy will teach Jay-Marcy Z's Houses neighbors "What is Cryptocurrency."
Jay-Z grew up in Brooklyn's Marcy Houses. The rapper and Block CEO Jack Dorsey are giving back to his hometown by creating the Bitcoin Academy.

The Bitcoin Academy will offer online and in-person classes, including "What is Money?" and "What is Blockchain?"
The program will provide participants with a mobile hotspot and a small amount of Bitcoin for hands-on learning.

Students will receive dinner and two evenings of instruction until early September. The Shawn Carter Foundation will help with on-the-ground instruction.

Jay-Z and Dorsey announced the program Thursday morning. It will begin at Marcy Houses but may be expanded.

Crypto Blockchain Plug and Black Bitcoin Billionaire, which has received a grant from Block, will teach the classes.

Jay-Z, Dorsey reunite

Jay-Z and Dorsey have previously worked together to promote a Bitcoin and crypto-based future.

In 2021, Dorsey's Block (then Square) acquired the rapper's streaming music service Tidal, which they propose using for NFT distribution.

Dorsey and Jay-Z launched an endowment in 2021 to fund Bitcoin development in Africa and India.

Dorsey is funding the new Bitcoin Academy out of his own pocket (as is Jay-Z), but he's also pushed crypto-related charitable endeavors at Block, including a $5 million fund backed by corporate Bitcoin interest.


This post is a summary. Read full article here

Sam Bourgi

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.

Ben

Ben

3 years ago

The Real Value of Carbon Credit (Climate Coin Investment)

Disclaimer : This is not financial advice for any investment.

TL;DR

  • You might not have realized it, but as we move toward net zero carbon emissions, the globe is already at war.

  • According to the Paris Agreement of COP26, 64% of nations have already declared net zero, and the issue of carbon reduction has already become so important for businesses that it affects their ability to survive. Furthermore, the time when carbon emission standards will be defined and controlled on an individual basis is becoming closer.

  • Since 2017, the market for carbon credits has experienced extraordinary expansion as a result of widespread talks about carbon credits. The carbon credit market is predicted to expand much more once net zero is implemented and carbon emission rules inevitably tighten.

With the small difference of 0.5°C the world will reach the point of no return. Source : IPCC Special Report on 1.5°C global warming (2018)

Hello! Ben here from Nonce Classic. Nonce Classic has recently confirmed the tremendous growth potential of the carbon credit market in the midst of a major trend towards the global goal of net zero (carbon emissions caused by humans — carbon reduction by humans = 0 ). Moreover, we too believed that the questions and issues the carbon credit market suffered from the last 30–40yrs could be perfectly answered through crypto technology and that is why we have added a carbon credit crypto project to the Nonce Classic portfolio. There have been many teams out there that have tried to solve environmental problems through crypto but very few that have measurable experience working in the carbon credit scene. Thus we have put in our efforts to find projects that are not crypto projects created for the sake of issuing tokens but projects that pragmatically use crypto technology to combat climate change by solving problems of the current carbon credit market. In that process, we came to hear of Climate Coin, a veritable carbon credit crypto project, and us Nonce Classic as an accelerator, have begun contributing to its growth and invested in its tokens. Starting with this article, we plan to publish a series of articles explaining why the carbon credit market is bullish, why we invested in Climate Coin, and what kind of project Climate Coin is specifically. In this first article let us understand the carbon credit market and look into its growth potential! Let’s begin :)

The Unavoidable Entry of the Net Zero Era

Source : Climate math: What a 1.5-degree pathway would take l McKinsey

Net zero means... Human carbon emissions are balanced by carbon reduction efforts. A non-environmentalist may find it hard to accept that net zero is attainable by 2050. Global cooperation to save the earth is happening faster than we imagine.

In the Paris Agreement of COP26, concluded in Glasgow, UK on Oct. 31, 2021, nations pledged to reduce worldwide yearly greenhouse gas emissions by more than 50% by 2030 and attain net zero by 2050. Governments throughout the world have pledged net zero at the national level and are holding each other accountable by submitting Nationally Determined Contributions (NDC) every five years to assess implementation. 127 of 198 nations have declared net zero.

Source : https://zerotracker.net/

Each country's 1.5-degree reduction plans have led to carbon reduction obligations for companies. In places with the strictest environmental regulations, like the EU, companies often face bankruptcy because the cost of buying carbon credits to meet their carbon allowances exceeds their operating profits. In this day and age, minimizing carbon emissions and securing carbon credits are crucial.

Recent SEC actions on climate change may increase companies' concerns about reducing emissions. The SEC required all U.S. stock market companies to disclose their annual greenhouse gas emissions and climate change impact on March 21, 2022. The SEC prepared the proposed regulation through in-depth analysis and stakeholder input since last year. Three out of four SEC members agreed that it should pass without major changes. If the regulation passes, it will affect not only US companies, but also countless companies around the world, directly or indirectly.

Even companies not listed on the U.S. stock market will be affected and, in most cases, required to disclose emissions. Companies listed on the U.S. stock market with significant greenhouse gas emissions or specific targets are subject to stricter emission standards (Scope 3) and disclosure obligations, which will magnify investigations into all related companies. Greenhouse gas emissions can be calculated three ways. Scope 1 measures carbon emissions from a company's facilities and transportation. Scope 2 measures carbon emissions from energy purchases. Scope 3 covers all indirect emissions from a company's value chains.

Source : https://www.renewableenergyhub.com.au/

The SEC's proposed carbon emission disclosure mandate and regulations are one example of how carbon credit policies can cross borders and affect all parties. As such incidents will continue throughout the implementation of net zero, even companies that are not immediately obligated to disclose their carbon emissions must be prepared to respond to changes in carbon emission laws and policies.

Carbon reduction obligations will soon become individual. Individual consumption has increased dramatically with improved quality of life and convenience, despite national and corporate efforts to reduce carbon emissions. Since consumption is directly related to carbon emissions, increasing consumption increases carbon emissions. Countries around the world have agreed that to achieve net zero, carbon emissions must be reduced on an individual level. Solutions to individual carbon reduction are being actively discussed and studied under the term Personal Carbon Trading (PCT).

PCT is a system that allows individuals to trade carbon emission quotas in the form of carbon credits. Individuals who emit more carbon than their allotment can buy carbon credits from those who emit less. European cities with well-established carbon credit markets are preparing for net zero by conducting early carbon reduction prototype projects. The era of checking product labels for carbon footprints, choosing low-emissions transportation, and worrying about hot shower emissions is closer than we think.

Individual carbon credits exchanged through smartphone apps. Source : https://ecocore.org

The Market for Carbon Credits Is Expanding Fearfully

Compliance and voluntary carbon markets make up the carbon credit market.

Individual carbon credits exchanged through smartphone apps. Source : https://ecocore.org

A Compliance Market enforces carbon emission allowances for actors. Companies in industries that previously emitted a lot of carbon are included in the mandatory carbon market, and each government receives carbon credits each year. If a company's emissions are less than the assigned cap and it has extra carbon credits, it can sell them to other companies that have larger emissions and require them (Cap and Trade). The annual number of free emission permits provided to companies is designed to decline, therefore companies' desire for carbon credits will increase. The compliance market's yearly trading volume will exceed $261B in 2020, five times its 2017 level.

In the Voluntary Market, carbon reduction is voluntary and carbon credits are sold for personal reasons or to build market participants' eco-friendly reputations. Even if not in the compliance market, it is typical for a corporation to be obliged to offset its carbon emissions by acquiring voluntary carbon credits. When a company seeks government or company investment, it may be denied because it is not net zero. If a significant shareholder declares net zero, the companies below it must execute it. As the world moves toward ESG management, becoming an eco-friendly company is no longer a strategic choice to gain a competitive edge, but an important precaution to not fall behind. Due to this eco-friendly trend, the annual market volume of voluntary emission credits will approach $1B by November 2021. The voluntary credit market is anticipated to reach $5B to $50B by 2030. (TSCVM 2021 Report)

In conclusion

This article analyzed how net zero, a target promised by countries around the world to combat climate change, has brought governmental, corporate, and human changes. We discussed how these shifts will become more obvious as we approach net zero, and how the carbon credit market would increase exponentially in response. In the following piece, let's analyze the hurdles impeding the carbon credit market's growth, how the project we invested in tries to tackle these issues, and why we chose Climate Coin. Wait! Jim Skea, co-chair of the IPCC working group, said,

“It’s now or never, if we want to limit global warming to 1.5°C” — Jim Skea

Join nonceClassic’s community:

Telegram: https://t.me/non_stock

Youtube: https://www.youtube.com/channel/UCqeaLwkZbEfsX35xhnLU2VA

Twitter: @nonceclassic

Mail us : general@nonceclassic.org

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Enrique Dans

Enrique Dans

2 years ago

What happens when those without morals enter the economic world?

IMAGE: Gerd Altmann — Pixabay

I apologize if this sounds basic, but throughout my career, I've always been clear that a company's activities are shaped by its founder(s)' morality.

I consider Palantir, owned by PayPal founder Peter Thiel, evil. He got $5 billion tax-free by hacking a statute to help middle-class savings. That may appear clever, but I think it demonstrates a shocking lack of solidarity with society. As a result of this and other things he has said and done, I early on dismissed Peter Thiel as someone who could contribute anything positive to society, and events soon proved me right: we are talking about someone who clearly considers himself above everyone else and who does not hesitate to set up a company, Palantir, to exploit the data of the little people and sell it to the highest bidder, whoever that is and whatever the consequences.

The German courts have confirmed my warnings concerning Palantir. The problem is that politicians love its surveillance tools because they think knowing more about their constituents gives them power. These are ideal for dictatorships who want to snoop on their populace. Hence, Silicon Valley's triumphalist dialectic has seduced many governments at many levels and collected massive volumes of data to hold forever.

Dangerous company. There are many more. My analysis of the moral principles that disclose company management changed my opinion of Facebook, now Meta, and anyone with a modicum of interest might deduce when that happened, a discovery that leaves you dumbfounded. TikTok was easy because its lack of morality was revealed early when I saw the videos it encouraged minors to post and the repercussions of sharing them through its content recommendation algorithm. When you see something like this, nothing can convince you that the firm can change its morals and become good. Nothing. You know the company is awful and will fail. Speak it, announce it, and change it. It's like a fingerprint—unchangeable.

Some of you who read me frequently make its Facebook today jokes when I write about these firms, and that's fine: they're my moral standards, those of an elderly professor with thirty-five years of experience studying corporations and discussing their cases in class, but you don't have to share them. Since I'm writing this and don't have to submit to any editorial review, that's what it is: when you continuously read a person, you have to assume that they have moral standards and that sometimes you'll agree with them and sometimes you won't. Morality accepts hierarchies, nuances, and even obsessions. I know not everyone shares my opinions, but at least I can voice them. One day, one of those firms may sue me (as record companies did some years ago).

Palantir is incredibly harmful. Limit its operations. Like Meta and TikTok, its business strategy is shaped by its founders' immorality. Such a procedure can never be beneficial.

Alana Rister, Ph.D.

Alana Rister, Ph.D.

2 years ago

Don't rely on lessons you learned with a small audience.

My growth-killing mistake

Photo by Anthony DELANOIX on Unsplash

When you initially start developing your audience, you need guidance.

What does my audience like? What do they not like? How can I grow more?

When I started writing two years ago, I inquired daily. Taking cues from your audience to develop more valuable content is a good concept, but it's simple to let them destroy your growth.

A small audience doesn't represent the full picture.

When I had fewer than 100 YouTube subscribers, I tried several video styles and topics. I looked to my audience for what to preserve and what to change.

If my views, click-through rate, or average view % dropped, that topic or style was awful. Avoiding that style helped me grow.

Vlogs, talking head videos on writing, and long-form tutorials didn't fare well.

Since I was small, I've limited the types of films I make. I have decided to make my own videos.

Surprisingly, the videos I avoided making meet or exceed my views, CTR, and audience retention.

Recent Video Stats from YouTube studio — Provided by Author

A limited audience can't tell you what your tribe wants. Therefore, limiting your innovation will prohibit you from reaching the right audience. Finding them may take longer.

Large Creators Experience The Same Issue

In the last two years, I've heard Vanessa Lau and Cathrin Manning say they felt pigeonholed into generating videos they didn't want to do.

Why does this happen over and over again?

Once you have a popular piece of content, your audience will grow. So when you publish inconsistent material, fewer of your new audience will view it. You interpret the drop in views as a sign that your audience doesn't want the content, so you stop making it.

Repeat this procedure a few times, and you'll create stuff you're not passionate about because you're frightened to publish it.

How to Manage Your Creativity and Audience Development

I'm not recommending you generate random content.

Instead of feeling trapped by your audience, you can cultivate a diverse audience.

Create quality material on a range of topics and styles as you improve. Be creative until you get 100 followers. Look for comments on how to improve your article.

If you observe trends in the types of content that expand your audience, focus 50-75% of your material on those trends. Allow yourself to develop 25% non-performing material.

This method can help you expand your audience faster with your primary trends and like all your stuff. Slowly, people will find 25% of your material, which will boost its performance.

How to Expand Your Audience Without Having More Limited Content

Follow these techniques to build your audience without feeling confined.

  • Don't think that you need restrict yourself to what your limited audience prefers.

  • Don't let the poor performance of your desired material demotivate you.

  • You shouldn't restrict the type of content you publish or the themes you cover when you have less than 100 followers.

  • When your audience expands, save 25% of your content for your personal interests, regardless of how well it does.

Alex Mathers

Alex Mathers

2 years ago

400 articles later, nobody bothered to read them.

Writing for readers:

14 years of daily writing.

I post practically everything on social media. I authored hundreds of articles, thousands of tweets, and numerous volumes to almost no one.

Tens of thousands of readers regularly praise me.

I despised writing. I'm stuck now.

I've learned what readers like and what doesn't.

Here are some essential guidelines for writing with impact:

Readers won't understand your work if you can't.

Though obvious, this slipped me up. Share your truths.

Stories engage human brains.

Showing the journey of a person from worm to butterfly inspires the human spirit.

Overthinking hinders powerful writing.

The best ideas come from inner understanding in between thoughts.

Avoid writing to find it. Write.

Writing a masterpiece isn't motivating.

Write for five minutes to simplify. Step-by-step, entertaining, easy steps.

Good writing requires a willingness to make mistakes.

So write loads of garbage that you can edit into a good piece.

Courageous writing.

A courageous story will move readers. Personal experience is best.

Go where few dare.

Templates, outlines, and boundaries help.

Limitations enhance writing.

Excellent writing is straightforward and readable, removing all the unnecessary fat.

Use five words instead of nine.

Use ordinary words instead of uncommon ones.

Readers desire relatability.

Too much perfection will turn it off.

Write to solve an issue if you can't think of anything to write.

Instead, read to inspire. Best authors read.

Every tweet, thread, and novel must have a central idea.

What's its point?

This can make writing confusing.

️ Don't direct your reader.

Readers quit reading. Demonstrate, describe, and relate.

Even if no one responds, have fun. If you hate writing it, the reader will too.