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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

Jonathan Vanian

Jonathan Vanian

3 years ago

What is Terra? Your guide to the hot cryptocurrency

With cryptocurrencies like Bitcoin, Ether, and Dogecoin gyrating in value over the past few months, many people are looking at so-called stablecoins like Terra to invest in because of their more predictable prices.

Terraform Labs, which oversees the Terra cryptocurrency project, has benefited from its rising popularity. The company said recently that investors like Arrington Capital, Lightspeed Venture Partners, and Pantera Capital have pledged $150 million to help it incubate various crypto projects that are connected to Terra.

Terraform Labs and its partners have built apps that operate on the company’s blockchain technology that helps keep a permanent and shared record of the firm’s crypto-related financial transactions.

Here’s what you need to know about Terra and the company behind it.

What is Terra?

Terra is a blockchain project developed by Terraform Labs that powers the startup’s cryptocurrencies and financial apps. These cryptocurrencies include the Terra U.S. Dollar, or UST, that is pegged to the U.S. dollar through an algorithm.

Terra is a stablecoin that is intended to reduce the volatility endemic to cryptocurrencies like Bitcoin. Some stablecoins, like Tether, are pegged to more conventional currencies, like the U.S. dollar, through cash and cash equivalents as opposed to an algorithm and associated reserve token.

To mint new UST tokens, a percentage of another digital token and reserve asset, Luna, is “burned.” If the demand for UST rises with more people using the currency, more Luna will be automatically burned and diverted to a community pool. That balancing act is supposed to help stabilize the price, to a degree.

“Luna directly benefits from the economic growth of the Terra economy, and it suffers from contractions of the Terra coin,” Terraform Labs CEO Do Kwon said.

Each time someone buys something—like an ice cream—using UST, that transaction generates a fee, similar to a credit card transaction. That fee is then distributed to people who own Luna tokens, similar to a stock dividend.

Who leads Terra?

The South Korean firm Terraform Labs was founded in 2018 by Daniel Shin and Kwon, who is now the company’s CEO. Kwon is a 29-year-old former Microsoft employee; Shin now heads the Chai online payment service, a Terra partner. Kwon said many Koreans have used the Chai service to buy goods like movie tickets using Terra cryptocurrency.

Terraform Labs does not make money from transactions using its crypto and instead relies on outside funding to operate, Kwon said. It has raised $57 million in funding from investors like HashKey Digital Asset Group, Divergence Digital Currency Fund, and Huobi Capital, according to deal-tracking service PitchBook. The amount raised is in addition to the latest $150 million funding commitment announced on July 16.

What are Terra’s plans?

Terraform Labs plans to use Terra’s blockchain and its associated cryptocurrencies—including one pegged to the Korean won—to create a digital financial system independent of major banks and fintech-app makers. So far, its main source of growth has been in Korea, where people have bought goods at stores, like coffee, using the Chai payment app that’s built on Terra’s blockchain. Kwon said the company’s associated Mirror trading app is experiencing growth in China and Thailand.

Meanwhile, Kwon said Terraform Labs would use its latest $150 million in funding to invest in groups that build financial apps on Terra’s blockchain. He likened the scouting and investing in other groups as akin to a “Y Combinator demo day type of situation,” a reference to the popular startup pitch event organized by early-stage investor Y Combinator.

The combination of all these Terra-specific financial apps shows that Terraform Labs is “almost creating a kind of bank,” said Ryan Watkins, a senior research analyst at cryptocurrency consultancy Messari.

In addition to cryptocurrencies, Terraform Labs has a number of other projects including the Anchor app, a high-yield savings account for holders of the group’s digital coins. Meanwhile, people can use the firm’s associated Mirror app to create synthetic financial assets that mimic more conventional ones, like “tokenized” representations of corporate stocks. These synthetic assets are supposed to be helpful to people like “a small retail trader in Thailand” who can more easily buy shares and “get some exposure to the upside” of stocks that they otherwise wouldn’t have been able to obtain, Kwon said. But some critics have said the U.S. Securities and Exchange Commission may eventually crack down on synthetic stocks, which are currently unregulated.

What do critics say?

Terra still has a long way to go to catch up to bigger cryptocurrency projects like Ethereum.

Most financial transactions involving Terra-related cryptocurrencies have originated in Korea, where its founders are based. Although Terra is becoming more popular in Korea thanks to rising interest in its partner Chai, it’s too early to say whether Terra-related currencies will gain traction in other countries.

Terra’s blockchain runs on a “limited number of nodes,” said Messari’s Watkins, referring to the computers that help keep the system running. That helps reduce latency that may otherwise slow processing of financial transactions, he said.

But the tradeoff is that Terra is less “decentralized” than other blockchain platforms like Ethereum, which is powered by thousands of interconnected computing nodes worldwide. That could make Terra less appealing to some blockchain purists.

Amelie Carver

Amelie Carver

3 years ago

Web3 Needs More Writers to Educate Us About It

WRITE FOR THE WEB3

Why web3’s messaging is lost and how crypto winter is growing growth seeds

Photo by Hitesh Choudhary on Unsplash

People interested in crypto, blockchain, and web3 typically read Bitcoin and Ethereum's white papers. It's a good idea. Documents produced for developers and academia aren't always the ideal resource for beginners.

Given the surge of extremely technical material and the number of fly-by-nights, rug pulls, and other scams, it's little wonder mainstream audiences regard the blockchain sector as an expensive sideshow act.

What's the solution?

Web3 needs more than just builders.

After joining TikTok, I followed Amy Suto of SutoScience. Amy switched from TV scriptwriting to IT copywriting years ago. She concentrates on web3 now. Decentralized autonomous organizations (DAOs) are seeking skilled copywriters for web3.

Amy has found that web3's basics are easy to grasp; you don't need technical knowledge. There's a paradigm shift in knowing the basics; be persistent and patient.

Apple is positioning itself as a data privacy advocate, leveraging web3's zero-trust ethos on data ownership.

Finn Lobsien, who writes about web3 copywriting for the Mirror and Twitter, agrees: acronyms and abstractions won't do.

Image screenshot from FLobsien’s Twitter feed

Web3 preached to the choir. Curious newcomers have only found whitepapers and scams when trying to learn why the community loves it. No wonder people resist education and buy-in.

Due to the gender gap in crypto (Crypto Bro is not just a stereotype), it attracts people singing to the choir or trying to cash in on the next big thing.

Last year, the industry was booming, so writing wasn't necessary. Now that the bear market has returned (for everyone, but especially web3), holding readers' attention is a valuable skill.

White papers and the Web3

Why does web3 rely so much on non-growth content?

Businesses must polish and improve their messaging moving into the 2022 recession. The 2021 tech boom provided such a sense of affluence and (unsustainable) growth that no one needed great marketing material. The market found them.

This was especially true for web3 and the first-time crypto believers. Obviously. If they knew which was good.

White papers help. White papers are highly technical texts that walk a reader through a product's details. How Does a White Paper Help Your Business and That White Paper Guy discuss them.

They're meant for knowledgeable readers. Investors and the technical (academic/developer) community read web3 white papers. White papers are used when a product is extremely technical or difficult to assist an informed reader to a conclusion. Web3 uses them most often for ICOs (initial coin offerings).

Photo by Annie Spratt on Unsplash

White papers for web3 education help newcomers learn about the web3 industry's components. It's like sending a first-grader to the Annotated Oxford English Dictionary to learn to read. It's a reference, not a learning tool, for words.

Newcomers can use platforms that teach the basics. These included Coinbase's Crypto Basics tutorials or Cryptochicks Academy, founded by the mother of Ethereum's inventor to get more women utilizing and working in crypto.

Discord and Web3 communities

Discord communities are web3's opposite. Discord communities involve personal communications and group involvement.

Online audience growth begins with community building. User personas prefer 1000 dedicated admirers over 1 million lukewarm followers, and the language is much more easygoing. Discord groups are renowned for phishing scams, compromised wallets, and incorrect information, especially since the crypto crisis.

White papers and Discord increase industry insularity. White papers are complicated, and Discord has a high risk threshold.

Web3 and writing ads

Copywriting is emotional, but white papers are logical. It uses the brain's quick-decision centers. It's meant to make the reader invest immediately.

Not bad. People think sales are sleazy, but they can spot the poor things.

Ethical copywriting helps you reach the correct audience. People who gain a following on Medium are likely to have copywriting training and a readership (or three) in mind when they publish. Tim Denning and Sinem Günel know how to identify a target audience and make them want to learn more.

In a fast-moving market, copywriting is less about long-form content like sales pages or blogs, but many organizations do. Instead, the copy is concise, individualized, and high-value. Tweets, email marketing, and IM apps (Discord, Telegram, Slack to a lesser extent) keep engagement high.

What does web3's messaging lack? As DAOs add stricter copyrighting, narrative and connecting tales seem to be missing.

Web3 is passionate about constructing the next internet. Now, they can connect their passion to a specific audience so newcomers understand why.

Protos

Protos

3 years ago

StableGains lost $42M in Anchor Protocol.

StableGains lost millions of dollars in customer funds in Anchor Protocol without telling its users. The Anchor Protocol offered depositors 19-20% APY before its parent ecosystem, Terra LUNA, lost tens of billions of dollars in market capitalization as LUNA fell below $0.01 and its stablecoin (UST) collapsed.

A Terra Research Forum member raised the alarm. StableGains changed its homepage and Terms and Conditions to reflect how it mitigates risk, a tacit admission that it should have done so from the start.

StableGains raised $600,000 in YCombinator's W22 batch. Moonfire, Broom Ventures, and Goodwater Capital invested $3 million more.

StableGains' 15% yield product attracted $42 million in deposits. StableGains kept most of its deposits in Anchor's UST pool earning 19-20% APY, kept one-quarter of the interest as a management fee, and then gave customers their promised 15% APY. It lost almost all customer funds when UST melted down. It changed withdrawal times, hurting customers.

  • StableGains said de-pegging was unlikely. According to its website, 1 UST can be bought and sold for $1 of LUNA. LUNA became worthless, and Terra shut down its blockchain.
  • It promised to diversify assets across several stablecoins to reduce the risk of one losing its $1 peg, but instead kept almost all of them in one basket.
  • StableGains promised withdrawals in three business days, even if a stablecoin needed time to regain its peg. StableGains uses Coinbase for deposits and withdrawals, and customers receive the exact amount of USDC requested.

StableGains scrubs its website squeaky clean

StableGains later edited its website to say it only uses the "most trusted and tested stablecoins" and extended withdrawal times from three days to indefinite time "in extreme cases."

Previously, USDC, TerraUST (UST), and Dai were used (DAI). StableGains changed UST-related website content after the meltdown. It also removed most references to DAI.

Customers noticed a new clause in the Terms and Conditions denying StableGains liability for withdrawal losses. This new clause would have required customers to agree not to sue before withdrawing funds, avoiding a class-action lawsuit.


Customers must sign a waiver to receive a refund.

Erickson Kramer & Osborne law firm has asked StableGains to preserve all internal documents on customer accounts, marketing, and TerraUSD communications. The firm has not yet filed a lawsuit.


Thousands of StableGains customers lost an estimated $42 million.

Celsius Network customers also affected

CEL used Terra LUNA's Anchor Protocol. Celsius users lost money in the crypto market crash and UST meltdown. Many held CEL and LUNA as yielding deposits.

CEO Alex Mashinsky accused "unknown malefactors" of targeting Celsius Network without evidence. Celsius has not publicly investigated this claim as of this article's publication.

CEL fell before UST de-pegged. On June 2, 2021, it reached $8.01. May 19's close: $0.82.

When some Celsius Network users threatened to leave over token losses, Mashinsky replied, "Leave if you don't think I'm sincere and working harder than you, seven days a week."

Celsius Network withdrew $500 million from Anchor Protocol, but smaller holders had trouble.

Read original article here

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Jenn Leach

Jenn Leach

3 years ago

How Much I Got Paid by YouTube for a 68 Million Views Video

My nameless, faceless channel case study

Photo by Sanni Sahil on Unsplash

The Numbers

I anonymize this YouTube channel.

It's in a trendy, crowded niche. Sharing it publicly will likely enhance competition.

I'll still share my dashboard numbers:

YouTube

A year ago, the video was released.

YouTubeYouTube

What I earned

I'll stop stalling. Here's a screenshot of my YouTube statistics page displaying Adsense profits.

YouTube

YouTube Adsense made me ZERO dollars.

OMG!

How is this possible?

YouTube Adsense can't monetize my niche. This is typical in faceless niches like TikTok's rain videos. If they were started a while ago, I'm sure certain rain accounts are monetized, but not today.

I actually started a soothing sounds faceless YouTube channel. This was another account of mine.

I looped Pexels films for hours. No background music, just wind, rain, etc.

People could watch these videos to relax or get ready for bed. They're ideal for background noise and relaxation.

They're long-lasting, too. It's easy to make a lot from YouTube Adsense if you insert ads.

Anyway, I tried to monetize it and couldn’t. This was about a year ago. That’s why I doubt new accounts in this genre would be able to get approved for ads.

Back to my faceless channel with 68 million views.

I received nothing from YouTube Adsense, but I made money elsewhere.

Getting paid by the gods of affiliate marketing

Place links in the video and other videos on the channel to get money. Visitors that buy through your affiliate link earn you a commission.

This video earned many clicks on my affiliate links.

I linked to a couple of Amazon products, a YouTube creator tool, my kofi link, and my subscribe link.

Sponsorships

Brands pay you to include ads in your videos.

This video led to many sponsorships.

I've done dozens of sponsorship campaigns that paid $40 to $50 for an end screen to $450 for a preroll ad.

Last word

Overall, I made less than $3,000.

If I had time, I'd be more proactive with sponsorships. You can pitch brand sponsorships. This actually works.

I'd do that if I could rewind time.

I still can, but I think the reaction rate would be higher closer to the viral video's premiere date.

Tim Denning

Tim Denning

3 years ago

Elon Musk’s Rich Life Is a Nightmare 

I'm sure you haven't read about Elon's other side.

Elon divorced badly.

Nobody's surprised.

Imagine you're a parent. Someone isn't home year-round. What's next?

That’s what happened to YOLO Elon.

He can do anything. He can intervene in wars, shoot his mouth off, bang anyone he wants, avoid tax, make cool tech, buy anything his ego desires, and live anywhere exotic.

Few know his billionaire backstory. I'll tell you so you don't worship his lifestyle. It’s a cult.

Only his career succeeds. His life is a nightmare otherwise.

Psychopaths' schedule

Elon has said he works 120-hour weeks.

As he told the reporter about his job, he choked up, which was unusual for him.

His crazy workload and lack of sleep forced him to scold innocent Wall Street analysts. Later, he apologized. 

In the same interview, he admits he hadn't taken more than a week off since 2001, when he was bedridden with malaria. Elon stays home after a near-death experience.

He's rarely outside.

Elon says he sometimes works 3 or 4 days straight.

He admits his crazy work schedule has cost him time with his kids and friends.

Elon's a slave

Elon's birthday description made him emotional.

Elon worked his entire birthday.

"No friends, nothing," he said, stuttering.

His brother's wedding in Catalonia was 48 hours after his birthday. That meant flying there from Tesla's factory prison.

He arrived two hours before the big moment, barely enough time to eat and change, let alone see his brother.

Elon had to leave after the bouquet was tossed to a crowd of billionaire lovers. He missed his brother's first dance with his wife.

Shocking.

He went straight to Tesla's prison.

The looming health crisis

Elon was asked if overworking affected his health.

Not great. Friends are worried.

Now you know why Elon tweets dumb things. Working so hard has probably caused him mental health issues.

Mental illness removed my reality filter. You do stupid things because you're tired.

Astronauts pelted Elon

Elon's overwork isn't the first time his life has made him emotional.

When asked about Neil Armstrong and Gene Cernan criticizing his SpaceX missions, he got emotional. Elon's heroes.

They're why he started the company, and they mocked his work. In another interview, we see how Elon’s business obsession has knifed him in the heart.

Once you have a company, you must feed, nurse, and care for it, even if it destroys you.
"Yep," Elon says, tearing up.

In the same interview, he's asked how Tesla survived the 2008 recession. Elon stopped the interview because he was crying. When Tesla and SpaceX filed for bankruptcy in 2008, he nearly had a nervous breakdown. He called them his "children."

All the time, he's risking everything.

Jack Raines explains best:

Too much money makes you a slave to your net worth.

Elon's emotions are admirable. It's one of the few times he seems human, not like an alien Cyborg.

Stop idealizing Elon's lifestyle

Building a side business that becomes a billion-dollar unicorn startup is a nightmare.

"Billionaire" means financially wealthy but otherwise broke. A rich life includes more than business and money.


This post is a summary. Read full article here

Will Lockett

Will Lockett

3 years ago

Tesla recently disclosed its greatest secret.

Photo by Taun Stewart on Unsplash

The VP has revealed a secret that should frighten the rest of the EV world.

Tesla led the EV revolution. Elon Musk's invention offers a viable alternative to gas-guzzlers. Tesla has lost ground in recent years. VW, BMW, Mercedes, and Ford offer EVs with similar ranges, charging speeds, performance, and cost. Tesla's next-generation 4680 battery pack, Roadster, Cybertruck, and Semi were all delayed. CATL offers superior batteries than the 4680. Martin Viecha, Tesla's Vice President, recently told Business Insider something that startled the EV world and will establish Tesla as the EV king.

Viecha mentioned that Tesla's production costs have dropped 57% since 2017. This isn't due to cheaper batteries or devices like Model 3. No, this is due to amazing factory efficiency gains.

Musk wasn't crazy to want a nearly 100% automated production line, and Tesla's strategy of sticking with one model and improving it has paid off. Others change models every several years. This implies they must spend on new R&D, set up factories, and modernize service and parts systems. All of this costs a ton of money and prevents them from refining production to cut expenses.

Meanwhile, Tesla updates its vehicles progressively. Everything from the backseats to the screen has been enhanced in a 2022 Model 3. Tesla can refine, standardize, and cheaply produce every part without changing the production line.

In 2017, Tesla's automobile production averaged $84,000. In 2022, it'll be $36,000.

Mr. Viecha also claimed that new factories in Shanghai and Berlin will be significantly cheaper to operate once fully operating.

Tesla's hand is visible. Tesla selling $36,000 cars for $60,000 This barely beats the competition. Model Y long-range costs just over $60,000. Tesla makes $24,000+ every sale, giving it a 40% profit margin, one of the best in the auto business.

VW I.D4 costs about the same but makes no profit. Tesla's rivals face similar challenges. Their EVs make little or no profit.

Tesla costs the same as other EVs, but they're in a different league.

But don't forget that the battery pack accounts for 40% of an EV's cost. Tesla may soon fully utilize its 4680 battery pack.

The 4680 battery pack has larger cells and a unique internal design. This means fewer cells are needed for a car, making it cheaper to assemble and produce (per kWh). Energy density and charge speeds increase slightly.

Tesla underestimated the difficulty of making this revolutionary new cell. Each time they try to scale up production, quality drops and rejected cells rise.

Tesla recently installed this battery pack in Model Ys and is scaling production. If they succeed, Tesla battery prices will plummet.

Tesla's Model Ys 2170 battery costs $11,000. The same size pack with 4680 cells costs $3,400 less. Once scaled, it could be $5,500 (50%) less. The 4680 battery pack could reduce Tesla production costs by 20%.

With these cost savings, Tesla could sell Model Ys for $40,000 while still making a profit. They could offer a $25,000 car.

Even with new battery technology, it seems like other manufacturers will struggle to make EVs profitable.

Teslas cost about the same as competitors, so don't be fooled. Behind the scenes, they're still years ahead, and the 4680 battery pack and new factories will only increase that lead. Musk faces a first. He could sell Teslas at current prices and make billions while other manufacturers struggle. Or, he could massively undercut everyone and crush the competition once and for all. Tesla and Elon win.