Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
Read original post.
More on Web3 & Crypto

Miguel Saldana
3 years ago
Crypto Inheritance's Catch-22
Security, privacy, and a strategy!
How to manage digital assets in worst-case scenarios is a perennial crypto concern. Since blockchain and bitcoin technology is very new, this hasn't been a major issue. Many early developers are still around, and many groups created around this technology are young and feel they have a lot of life remaining. This is why inheritance and estate planning in crypto should be handled promptly. As cryptocurrency's intrinsic worth rises, many people in the ecosystem are holding on to assets that might represent generational riches. With that much value, it's crucial to have a plan. Creating a solid plan entails several challenges.
the initial hesitation in coming up with a plan
The technical obstacles to ensuring the assets' security and privacy
the passing of assets from a deceased or incompetent person
Legal experts' lack of comprehension and/or understanding of how to handle and treat cryptocurrency.
This article highlights several challenges, a possible web3-native solution, and how to learn more.
The Challenge of Inheritance:
One of the biggest hurdles to inheritance planning is starting the conversation. As humans, we don't like to think about dying. Early adopters will experience crazy gains as cryptocurrencies become more popular. Creating a plan is crucial if you wish to pass on your riches to loved ones. Without a plan, the technical and legal issues I barely mentioned above would erode value by requiring costly legal fees and/or taxes, and you could lose everything if wallets and assets are not distributed appropriately (associated with the private keys). Raising awareness of the consequences of not having a plan should motivate people to make one.
Controlling Change:
Having an inheritance plan for your digital assets is crucial, but managing the guts and bolts poses a new set of difficulties. Privacy and security provided by maintaining your own wallet provide different issues than traditional finances and assets. Traditional finance is centralized (say a stock brokerage firm). You can assign another person to handle the transfer of your assets. In crypto, asset transfer is reimagined. One may suppose future transaction management is doable, but the user must consent, creating an impossible loop.
I passed away and must send a transaction to the person I intended to deliver it to.
I have to confirm or authorize the transaction, but I'm dead.
In crypto, scheduling a future transaction wouldn't function. To transfer the wallet and its contents, we'd need the private keys and/or seed phrase. Minimizing private key exposure is crucial to protecting your crypto from hackers, social engineering, and phishing. People have lost private keys after utilizing Life Hack-type tactics to secure them. People that break and hide their keys, lose them, or make them unreadable won't help with managing and/or transferring. This will require a derived solution.
Legal Challenges and Implications
Unlike routine cryptocurrency transfers and transactions, local laws may require special considerations. Even in the traditional world, estate/inheritance taxes, how assets will be split, and who executes the will must be considered. Many lawyers aren't crypto-savvy, which complicates the matter. There will be many hoops to jump through to safeguard your crypto and traditional assets and give them to loved ones.
Knowing RUFADAA/UFADAA, depending on your state, is vital for Americans. UFADAA offers executors and trustees access to online accounts (which crypto wallets would fall into). RUFADAA was changed to limit access to the executor to protect assets. RUFADAA outlines how digital assets are administered following death and incapacity in the US.
A Succession Solution
Having a will and talking about who would get what is the first step to having a solution, but using a Dad Mans Switch is a perfect tool for such unforeseen circumstances. As long as the switch's controller has control, nothing happens. Losing control of the switch initiates a state transition.
Subway or railway operations are examples. Modern control systems need the conductor to hold a switch to keep the train going. If they can't, the train stops.
Enter Sarcophagus
Sarcophagus is a decentralized dead man's switch built on Ethereum and Arweave. Sarcophagus allows actors to maintain control of their possessions even while physically unable to do so. Using a programmable dead man's switch and dual encryption, anything can be kept and passed on. This covers assets, secrets, seed phrases, and other use cases to provide authority and control back to the user and release trustworthy services from this work. Sarcophagus is built on a decentralized, transparent open source codebase. Sarcophagus is there if you're unprepared.

CyberPunkMetalHead
3 years ago
Developed an automated cryptocurrency trading tool for nearly a year before unveiling it this month.
Overview
I'm happy to provide this important update. We've worked on this for a year and a half, so I'm glad to finally write it. We named the application AESIR because we’ve love Norse Mythology. AESIR automates and runs trading strategies.
Volatility, technical analysis, oscillators, and other signals are currently supported by AESIR.
Additionally, we enhanced AESIR's ability to create distinctive bespoke signals by allowing it to analyze many indicators and produce a single signal.
AESIR has a significant social component that allows you to copy the best-performing public setups and use them right away.
Enter your email here to be notified when AEISR launches.
Views on algorithmic trading
First, let me clarify. Anyone who claims algorithmic trading platforms are money-printing plug-and-play devices is a liar. Algorithmic trading platforms are a collection of tools.
A trading algorithm won't make you a competent trader if you lack a trading strategy and yolo your funds without testing. It may hurt your trade. Test and alter your plans to account for market swings, but comprehend market signals and trends.
Status Report
Throughout closed beta testing, we've communicated closely with users to design a platform they want to use.
To celebrate, we're giving you free Aesir Viking NFTs and we cover gas fees.
Why use a trading Algorithm?
Automating a successful manual approach
experimenting with and developing solutions that are impossible to execute manually
One AESIR strategy lets you buy any cryptocurrency that rose by more than x% in y seconds.
AESIR can scan an exchange for coins that have gained more than 3% in 5 minutes. It's impossible to manually analyze over 1000 trading pairings every 5 minutes. Auto buy dips or DCA around a Dip
Sneak Preview
Here's the Leaderboard, where you can clone the best public settings.
As a tiny, self-funded team, we're excited to unveil our product. It's a beta release, so there's still more to accomplish, but we know where we stand.
If this sounds like a project that you might want to learn more about, you can sign up to our newsletter and be notified when AESIR launches.
Useful Links:
Join the Discord | Join our subreddit | Newsletter | Mint Free NFT

Marco Manoppo
3 years ago
Failures of DCG and Genesis
Don't sleep with your own sister.
70% of lottery winners go broke within five years. You've heard the last one. People who got rich quickly without setbacks and hard work often lose it all. My father said, "Easy money is easily lost," and a wealthy friend who owns a family office said, "The first generation makes it, the second generation spends it, and the third generation blows it."
This is evident. Corrupt politicians in developing countries live lavishly, buying their third wives' fifth Hermès bag and celebrating New Year's at The Brando Resort. A successful businessperson from humble beginnings is more conservative with money. More so if they're atom-based, not bit-based. They value money.
Crypto can "feel" easy. I have nothing against capital market investing. The global financial system is shady, but that's another topic. The problem started when those who took advantage of easy money started affecting other businesses. VCs did minimal due diligence on FTX because they needed deal flow and returns for their LPs. Lenders did minimum diligence and underwrote ludicrous loans to 3AC because they needed revenue.
Alameda (hence FTX) and 3AC made "easy money" Genesis and DCG aren't. Their businesses are more conventional, but they underestimated how "easy money" can hurt them.
Genesis has been the victim of easy money hubris and insolvency, losing $1 billion+ to 3AC and $200M to FTX. We discuss the implications for the broader crypto market.
Here are the quick takeaways:
Genesis is one of the largest and most notable crypto lenders and prime brokerage firms.
DCG and Genesis have done related party transactions, which can be done right but is a bad practice.
Genesis owes DCG $1.5 billion+.
If DCG unwinds Grayscale's GBTC, $9-10 billion in BTC will hit the market.
DCG will survive Genesis.
What happened?
Let's recap the FTX shenanigan from two weeks ago. Shenanigans! Delphi's tweet sums up the craziness. Genesis has $175M in FTX.
Cred's timeline: I hate bad crisis management. Yes, admitting their balance sheet hole right away might've sparked more panic, and there's no easy way to convey your trouble, but no one ever learns.
By November 23, rumors circulated online that the problem could affect Genesis' parent company, DCG. To address this, Barry Silbert, Founder, and CEO of DCG released a statement to shareholders.
A few things are confirmed thanks to this statement.
DCG owes $1.5 billion+ to Genesis.
$500M is due in 6 months, and the rest is due in 2032 (yes, that’s not a typo).
Unless Barry raises new cash, his last-ditch efforts to repay the money will likely push the crypto market lower.
Half a year of GBTC fees is approximately $100M.
They can pay $500M with GBTC.
With profits, sell another port.
Genesis has hired a restructuring adviser, indicating it is in trouble.
Rehypothecation
Every crypto problem in the past year seems to be rehypothecation between related parties, excessive leverage, hubris, and the removal of the money printer. The Bankless guys provided a chart showing 2021 crypto yield.
In June 2022, @DataFinnovation published a great investigation about 3AC and DCG. Here's a summary.
3AC borrowed BTC from Genesis and pledged it to create Grayscale's GBTC shares.
3AC uses GBTC to borrow more money from Genesis.
This lets 3AC leverage their capital.
3AC's strategy made sense because GBTC had a premium, creating "free money."
GBTC's discount and LUNA's implosion caused problems.
3AC lost its loan money in LUNA.
Margin called on 3ACs' GBTC collateral.
DCG bought GBTC to avoid a systemic collapse and a larger discount.
Genesis lost too much money because 3AC can't pay back its loan. DCG "saved" Genesis, but the FTX collapse hurt Genesis further, forcing DCG and Genesis to seek external funding.
bruh…
Learning Experience
Co-borrowing. Unnecessary rehypothecation. Extra space. Governance disaster. Greed, hubris. Crypto has repeatedly shown it can recreate traditional financial system disasters quickly. Working in crypto is one of the best ways to learn crazy financial tricks people will do for a quick buck much faster than if you dabble in traditional finance.
Moving Forward
I think the crypto industry needs to consider its future. This is especially true for professionals. I'm not trying to scare you. In 2018 and 2020, I had doubts. No doubts now. Detailing the crypto industry's potential outcomes helped me gain certainty and confidence in its future. This includes VCs' benefits and talking points during the bull market, as well as what would happen if government regulations became hostile, etc. Even if that happens, I'm certain. This is permanent. I may write a post about that soon.
Sincerely,
M.
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Antonio Neto
3 years ago
Should you skip the minimum viable product?
Are MVPs outdated and have no place in modern product culture?
Frank Robinson coined "MVP" in 2001. In the same year as the Agile Manifesto, the first Scrum experiment began. MVPs are old.
The concept was created to solve the waterfall problem at the time.
The market was still sour from the .com bubble. The tech industry needed a new approach. Product and Agile gained popularity because they weren't waterfall.
More than 20 years later, waterfall is dead as dead can be, but we are still talking about MVPs. Does that make sense?
What is an MVP?
Minimum viable product. You probably know that, so I'll be brief:
[…] The MVP fits your company and customer. It's big enough to cause adoption, satisfaction, and sales, but not bloated and risky. It's the product with the highest ROI/risk. […] — Frank Robinson, SyncDev
MVP is a complete product. It's not a prototype. It's your product's first iteration, which you'll improve. It must drive sales and be user-friendly.
At the MVP stage, you should know your product's core value, audience, and price. We are way deep into early adoption territory.
What about all the things that come before?
Modern product discovery
Eric Ries popularized the term with The Lean Startup in 2011. (Ries would work with the concept since 2008, but wide adoption came after the book was released).
Ries' definition of MVP was similar to Robinson's: "Test the market" before releasing anything. Ries never mentioned money, unlike Jobs. His MVP's goal was learning.
“Remove any feature, process, or effort that doesn't directly contribute to learning” — Eric Ries, The Lean Startup
Product has since become more about "what" to build than building it. What started as a learning tool is now a discovery discipline: fake doors, prototyping, lean inception, value proposition canvas, continuous interview, opportunity tree... These are cheap, effective learning tools.
Over time, companies realized that "maximum ROI divided by risk" started with discovery, not the MVP. MVPs are still considered discovery tools. What is the problem with that?
Time to Market vs Product Market Fit
Waterfall's Time to Market is its biggest flaw. Since projects are sliced horizontally rather than vertically, when there is nothing else to be done, it’s not because the product is ready, it’s because no one cares to buy it anymore.
MVPs were originally conceived as a way to cut corners and speed Time to Market by delivering more customer requests after they paid.
Original product development was waterfall-like.
Time to Market defines an optimal, specific window in which value should be delivered. It's impossible to predict how long or how often this window will be open.
Product Market Fit makes this window a "state." You don’t achieve Product Market Fit, you have it… and you may lose it.
Take, for example, Snapchat. They had a great time to market, but lost product-market fit later. They regained product-market fit in 2018 and have grown since.
An MVP couldn't handle this. What should Snapchat do? Launch Snapchat 2 and see what the market was expecting differently from the last time? MVPs are a snapshot in time that may be wrong in two weeks.
MVPs are mini-projects. Instead of spending a lot of time and money on waterfall, you spend less but are still unsure of the results.
MVPs aren't always wrong. When releasing your first product version, consider an MVP.
Minimum viable product became less of a thing on its own and more interchangeable with Alpha Release or V.1 release over time.
Modern discovery technics are more assertive and predictable than the MVP, but clarity comes only when you reach the market.
MVPs aren't the starting point, but they're the best way to validate your product concept.

Nikhil Vemu
3 years ago
7 Mac Tips You Never Knew You Needed
Unleash the power of the Option key ⌥
#1 Open a link in the Private tab first.
Previously, if I needed to open a Safari link in a private window, I would:
copied the URL with the right click command,
choose File > New Private Window to open a private window, and
clicked return after pasting the URL.
I've found a more straightforward way.
Right-clicking a link shows this, right?
Hold option (⌥) for:
Click Open Link in New Private Window while holding.
Finished!
#2. Instead of searching for specific characters, try this
You may use unicode for business or school. Most people Google them when they need them.
That is lengthy!
You can type some special characters just by pressing ⌥ and a key.
For instance
• ⌥+2 -> ™ (Trademark)
• ⌥+0 -> ° (Degree)
• ⌥+G -> © (Copyright)
• ⌥+= -> ≠ (Not equal to)
• ⌥+< -> ≤ (Less than or equal to)
• ⌥+> -> ≥ (Greater then or equal to)
• ⌥+/ -> ÷ (Different symbol for division)#3 Activate Do Not Disturb silently.
Do Not Disturb when sharing my screen is awkward for me (because people may think Im trying to hide some secret notifications).
Here's another method.
Hold ⌥ and click on Time (at the extreme right on the menu-bar).
Now, DND is activated (secretly!). To turn it off, do it again.
Note: This works only for DND focus.#4. Resize a window starting from its center
Although this is rarely useful, it is still a hidden trick.
When you resize a window, the opposite edge or corner is used as the pivot, right?
However, if you want to resize it with its center as the pivot, hold while doing so.
#5. Yes, Cut-Paste is available on Macs as well (though it is slightly different).
I call it copy-move rather than cut-paste. This is how it works.
Carry it out.
Choose a file (by clicking on it), then copy it (⌘+C).
Go to a new location on your Mac. Do you use ⌘+V to paste it? However, to move it, press ⌘+⌥+V.
This removes the file from its original location and copies it here. And it works exactly like cut-and-paste on Windows.
#6. Instantly expand all folders
Set your Mac's folders to List view.
Assume you have one folder with multiple subfolders, each of which contains multiple files. And you wanted to look at every single file that was over there.
How would you do?
You're used to clicking the ⌄ glyph near the folder and each subfolder to expand them all, right? Instead, hold down ⌥ while clicking ⌄ on the parent folder.
This is what happens next.
Everything expands.
View/Copy a file's path as an added bonus
If you want to see the path of a file in Finder, select it and hold ⌥, and you'll see it at the bottom for a moment.
To copy its path, right-click on the folder and hold down ⌥ to see this
Click on Copy <"folder name"> as Pathname to do it.
#7 "Save As"
I was irritated by the lack of "Save As" in Pages when I first got a Mac (after 15 years of being a Windows guy).
It was necessary for me to save the file as a new file, in a different location, with a different name, or both.
Unfortunately, I couldn't do it on a Mac.
However, I recently discovered that it appears when you hold ⌥ when in the File menu.
Yay!

Will Lockett
3 years ago
Russia's nukes may be useless
Russia's nuclear threat may be nullified by physics.
Putin seems nostalgic and wants to relive the Cold War. He's started a deadly war to reclaim the old Soviet state of Ukraine and is threatening the West with nuclear war. NATO can't risk starting a global nuclear war that could wipe out humanity to support Ukraine's independence as much as they want to. Fortunately, nuclear physics may have rendered Putin's nuclear weapons useless. However? How will Ukraine and NATO react?
To understand why Russia's nuclear weapons may be ineffective, we must first know what kind they are.
Russia has the world's largest nuclear arsenal, with 4,447 strategic and 1,912 tactical weapons (all of which are ready to be rolled out quickly). The difference between these two weapons is small, but it affects their use and logistics. Strategic nuclear weapons are ICBMs designed to destroy a city across the globe. Russia's ICBMs have many designs and a yield of 300–800 kilotonnes. 300 kilotonnes can destroy Washington. Tactical nuclear weapons are smaller and can be fired from artillery guns or small truck-mounted missile launchers, giving them a 1,500 km range. Instead of destroying a distant city, they are designed to eliminate specific positions, bases, or military infrastructure. They produce 1–50 kilotonnes.
These two nuclear weapons use different nuclear reactions. Pure fission bombs are compact enough to fit in a shell or small missile. All early nuclear weapons used this design for their fission bombs. This technology is inefficient for bombs over 50 kilotonnes. Larger bombs are thermonuclear. Thermonuclear weapons use a small fission bomb to compress and heat a hydrogen capsule, which undergoes fusion and releases far more energy than ignition fission reactions, allowing for effective giant bombs.
Here's Russia's issue.
A thermonuclear bomb needs deuterium (hydrogen with one neutron) and tritium (hydrogen with two neutrons). Because these two isotopes fuse at lower energies than others, the bomb works. One problem. Tritium is highly radioactive, with a half-life of only 12.5 years, and must be artificially made.
Tritium is made by irradiating lithium in nuclear reactors and extracting the gas. Tritium is one of the most expensive materials ever made, at $30,000 per gram.
Why does this affect Putin's nukes?
Thermonuclear weapons need tritium. Tritium decays quickly, so they must be regularly refilled at great cost, which Russia may struggle to do.
Russia has a smaller economy than New York, yet they are running an invasion, fending off international sanctions, and refining tritium for 4,447 thermonuclear weapons.
The Russian military is underfunded. Because the state can't afford it, Russian troops must buy their own body armor. Arguably, Putin cares more about the Ukraine conflict than maintaining his nuclear deterrent. Putin will likely lose power if he loses the Ukraine war.
It's possible that Putin halted tritium production and refueling to save money for Ukraine. His threats of nuclear attacks and escalating nuclear war may be a bluff.
This doesn't help Ukraine, sadly. Russia's tactical nuclear weapons don't need expensive refueling and will help with the invasion. So Ukraine still risks a nuclear attack. The bomb that destroyed Hiroshima was 15 kilotonnes, and Russia's tactical Iskander-K nuclear missile has a 50-kiloton yield. Even "little" bombs are deadly.
We can't guarantee it's happening in Russia. Putin may prioritize tritium. He knows the power of nuclear deterrence. Russia may have enough tritium for this conflict. Stockpiling a material with a short shelf life is unlikely, though.
This means that Russia's most powerful weapons may be nearly useless, but they may still be deadly. If true, this could allow NATO to offer full support to Ukraine and push the Russian tyrant back where he belongs. If Putin withholds funds from his crumbling military to maintain his nuclear deterrent, he may be willing to sink the ship with him. Let's hope the former.
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