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Howey Test and Cryptocurrencies: 'Every ICO Is a Security'
What Is the Howey Test?
To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts."
The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.
Understanding the Howey Test
The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land.
The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.
This established four criteria for determining an investment contract. Investing contract:
- An investment of money
- n a common enterprise
- With the expectation of profit
- To be derived from the efforts of others
In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.
Howey Test and Cryptocurrencies
Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.
The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test.
Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."
For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.
These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."
Special Considerations
If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register.
In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry.
Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities.
SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'
Howey Test FAQs
How Do You Determine If Something Is a Security?
The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.
The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.
Why Is Bitcoin Not a Security?
Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.
Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities.
A Security Defined by the SEC
In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.
The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:
- An investment contract's existence
- The formation of a common enterprise
- The issuer's profit promise
- Third-party promotion of the offering
Read original post.
More on Web3 & Crypto
Crypto Zen Monk
2 years ago
How to DYOR in the world of cryptocurrency
RESEARCH
We must create separate ideas and handle our own risks to be better investors. DYOR is crucial.
The only thing unsustainable is your cluelessness.
DYOR: Why
On social media, there is a lot of false information and divergent viewpoints. All of these facts might be accurate, but they might not be appropriate for your portfolio and investment preferences.
You become a more knowledgeable investor thanks to DYOR.
DYOR improves your portfolio's risk management.
My DYOR resources are below.
Messari: Major Blockchains' Activities
New York-based Messari provides cryptocurrency open data libraries.
Major blockchains offer 24-hour on-chain volume. https://messari.io/screener/most-active-chains-DB01F96B
What to do
Invest in stable cryptocurrencies. Sort Messari by Real Volume (24H) or Reported Market Cap.
Coingecko: Research on Ecosystems
Top 10 Ecosystems by Coingecko are good.
What to do
Invest in quality.
Leading ten Ecosystems by Market Cap
There are a lot of coins in the ecosystem (second last column of above chart)
CoinGecko's Market Cap Crypto Categories Market capitalization-based cryptocurrency categories. Ethereum Ecosystem www.coingecko.com
Fear & Greed Index for Bitcoin (FGI)
The Bitcoin market sentiment index ranges from 0 (extreme dread) to 100. (extreme greed).
How to Apply
See market sentiment:
Extreme fright = opportunity to buy
Extreme greed creates sales opportunity (market due for correction).
Glassnode
Glassnode gives facts, information, and confidence to make better Bitcoin, Ethereum, and cryptocurrency investments and trades.
Explore free and paid metrics.
Stock to Flow Ratio: Application
The popular Stock to Flow Ratio concept believes scarcity drives value. Stock to flow is the ratio of circulating Bitcoin supply to fresh production (i.e. newly mined bitcoins). The S/F Ratio has historically predicted Bitcoin prices. PlanB invented this metric.
Utilization: Ethereum Hash Rate
Ethereum miners produce an estimated number of hashes per second.
ycharts: Hash rate of the Bitcoin network
TradingView
TradingView is your go-to tool for investment analysis, watch lists, technical analysis, and recommendations from other traders/investors.
Research for a cryptocurrency project
Two key questions every successful project must ask: Q1: What is this project trying to solve? Is it a big problem or minor? Q2: How does this project make money?
Each cryptocurrency:
Check out the white paper.
check out the project's internet presence on github, twitter, and medium.
the transparency of it
Verify the team structure and founders. Verify their LinkedIn profile, academic history, and other qualifications. Search for their names with scam.
Where to purchase and use cryptocurrencies Is it traded on trustworthy exchanges?
From CoinGecko and CoinMarketCap, we may learn about market cap, circulations, and other important data.
The project must solve a problem. Solving a problem is the goal of the founders.
Avoid projects that resemble multi-level marketing or ponzi schemes.
Your use of social media
Use social media carefully or ignore it: Twitter, TradingView, and YouTube
Someone said this before and there are some truth to it. Social media bullish => short.
Your Behavior
Investigate. Spend time. You decide. Worth it!
Only you have the best interest in your financial future.
Rishi Dean
3 years ago
Coinbase's web3 app
Use popular Ethereum dapps with Coinbase’s new dapp wallet and browser
Tl;dr: This post highlights the ability to access web3 directly from your Coinbase app using our new dapp wallet and browser.
Decentralized autonomous organizations (DAOs) and decentralized finance (DeFi) have gained popularity in the last year (DAOs). The total value locked (TVL) of DeFi investments on the Ethereum blockchain has grown to over $110B USD, while NFTs sales have grown to over $30B USD in the last 12 months (LTM). New innovative real-world applications are emerging every day.
Today, a small group of Coinbase app users can access Ethereum-based dapps. Buying NFTs on Coinbase NFT and OpenSea, trading on Uniswap and Sushiswap, and borrowing and lending on Curve and Compound are examples.
Our new dapp wallet and dapp browser enable you to access and explore web3 directly from your Coinbase app.
Web3 in the Coinbase app
Users can now access dapps without a recovery phrase. This innovative dapp wallet experience uses Multi-Party Computation (MPC) technology to secure your on-chain wallet. This wallet's design allows you and Coinbase to share the 'key.' If you lose access to your device, the key to your dapp wallet is still safe and Coinbase can help recover it.
Set up your new dapp wallet by clicking the "Browser" tab in the Android app's navigation bar. Once set up, the Coinbase app's new dapp browser lets you search, discover, and use Ethereum-based dapps.
Looking forward
We want to enable everyone to seamlessly and safely participate in web3, and today’s launch is another step on that journey. We're rolling out the new dapp wallet and browser in the US on Android first to a small subset of users and plan to expand soon. Stay tuned!
Ryan Weeks
3 years ago
Terra fiasco raises TRON's stablecoin backstop
After Terra's algorithmic stablecoin collapsed in May, TRON announced a plan to increase the capital backing its own stablecoin.
USDD, a near-carbon copy of Terra's UST, arrived on the TRON blockchain on May 5. TRON founder Justin Sun says USDD will be overcollateralized after initially being pegged algorithmically to the US dollar.
A reserve of cryptocurrencies and stablecoins will be kept at 130 percent of total USDD issuance, he said. TRON described the collateral ratio as "guaranteed" and said it would begin publishing real-time updates on June 5.
Currently, the reserve contains 14,040 bitcoin (around $418 million), 140 million USDT, 1.9 billion TRX, and 8.29 billion TRX in a burning contract.
Sun: "We want to hybridize USDD." We have an algorithmic stablecoin and TRON DAO Reserve.
algorithmic failure
USDD was designed to incentivize arbitrageurs to keep its price pegged to the US dollar by trading TRX, TRON's token, and USDD. Like Terra, TRON signaled its intent to establish a bitcoin and cryptocurrency reserve to support USDD in extreme market conditions.
Still, Terra's UST failed despite these safeguards. The stablecoin veered sharply away from its dollar peg in mid-May, bringing down Terra's LUNA and wiping out $40 billion in value in days. In a frantic attempt to restore the peg, billions of dollars in bitcoin were sold and unprecedented volumes of LUNA were issued.
Sun believes USDD, which has a total circulating supply of $667 million, can be backed up.
"Our reserve backing is diversified." Bitcoin and stablecoins are included. USDC will be a small part of Circle's reserve, he said.
TRON's news release lists the reserve's assets as bitcoin, TRX, USDC, USDT, TUSD, and USDJ.
All Bitcoin addresses will be signed so everyone knows they belong to us, Sun said.
Not giving in
Sun told that the crypto industry needs "decentralized" stablecoins that regulators can't touch.
Sun said the Luna Foundation Guard, a Singapore-based non-profit that raised billions in cryptocurrency to buttress UST, mismanaged the situation by trying to sell to panicked investors.
He said, "We must be ahead of the market." We want to stabilize the market and reduce volatility.
Currently, TRON finances most of its reserve directly, but Sun says the company hopes to add external capital soon.
Before its demise, UST holders could park the stablecoin in Terra's lending platform Anchor Protocol to earn 20% interest, which many deemed unsustainable. TRON's JustLend is similar. Sun hopes to raise annual interest rates from 17.67% to "around 30%."
This post is a summary. Read full article here
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Darshak Rana
3 years ago
17 Google Secrets 99 Percent of People Don't Know
What can't Google do?
Seriously, nothing! Google rocks.
Google is a major player in online tools and services. We use it for everything, from research to entertainment.
Did I say entertain yourself?
Yes, with so many features and options, it can be difficult to fully utilize Google.
#1. Drive Google Mad
You can make Google's homepage dance if you want to be silly.
Just type “Google Gravity” into Google.com. Then select I'm lucky.
See the page unstick before your eyes!
#2 Play With Google Image
Google isn't just for work.
Then have fun with it!
You can play games right in your search results. When you need a break, google “Solitaire” or “Tic Tac Toe”.
#3. Do a Barrel Roll
Need a little more excitement in your life? Want to see Google dance?
Type “Do a barrel roll” into the Google search bar.
Then relax and watch your screen do a 360.
#4 No Internet? No issue!
This is a fun trick to use when you have no internet.
If your browser shows a “No Internet” page, simply press Space.
Boom!
We have dinosaurs! Now use arrow keys to save your pixelated T-Rex from extinction.
#5 Google Can Help
Play this Google coin flip game to see if you're lucky.
Enter “Flip a coin” into the search engine.
You'll see a coin flipping animation. If you get heads or tails, click it.
#6. Think with Google
My favorite Google find so far is the “Think with Google” website.
Think with Google is a website that offers marketing insights, research, and case studies.
I highly recommend it to entrepreneurs, small business owners, and anyone interested in online marketing.
#7. Google Can Read Images!
This is a cool Google trick that few know about.
You can search for images by keyword or upload your own by clicking the camera icon on Google Images.
Google will then show you all of its similar images.
Caution: You should be fine with your uploaded images being public.
#8. Modify the Google Logo!
Clicking on the “I'm Feeling Lucky” button on Google.com takes you to a random Google Doodle.
Each year, Google creates a Doodle to commemorate holidays, anniversaries, and other occasions.
#9. What is my IP?
Simply type “What is my IP” into Google to find out.
Your IP address will appear on the results page.
#10. Send a Self-Destructing Email With Gmail,
Create a new message in Gmail. Find an icon that resembles a lock and a clock near the SEND button. That's where the Confidential Mode is.
By clicking it, you can set an expiration date for your email. Expiring emails are automatically deleted from both your and the recipient's inbox.
#11. Blink, Google Blink!
This is a unique Google trick.
Type “blink HTML” into Google. The words “blink HTML” will appear and then disappear.
The text is displayed for a split second before being deleted.
To make this work, Google reads the HTML code and executes the “blink” command.
#12. The Answer To Everything
This is for all Douglas Adams fans.
The answer to life, the universe, and everything is 42, according to Google.
An allusion to Douglas Adams' Hitchhiker's Guide to the Galaxy, in which Ford Prefect seeks to understand life, the universe, and everything.
#13. Google in 1998
It's a blast!
Type “Google in 1998” into Google. "I'm feeling lucky"
You'll be taken to an old-school Google homepage.
It's a nostalgic trip for long-time Google users.
#14. Scholarships and Internships
Google can help you find college funding!
Type “scholarships” or “internships” into Google.
The number of results will surprise you.
#15. OK, Google. Dice!
To roll a die, simply type “Roll a die” into Google.
On the results page is a virtual dice that you can click to roll.
#16. Google has secret codes!
Hit the nine squares on the right side of your Google homepage to go to My Account. Then Personal Info.
You can add your favorite language to the “General preferences for the web” tab.
#17. Google Terminal
You can feel like a true hacker.
Just type “Google Terminal” into Google.com. "I'm feeling lucky"
Voila~!
You'll be taken to an old-school computer terminal-style page.
You can then type commands to see what happens.
Have you tried any of these activities? Tell me in the comments.
Read full article here
Sarah Bird
3 years ago
Memes Help This YouTube Channel Earn Over $12k Per Month
Take a look at a YouTube channel making anything up to over $12k a month from making very simple videos.
And the best part? Its replicable by anyone. Basic videos can be generated for free without design abilities.
Join me as I deconstruct the channel to estimate how much they make, how they do it, and how you can too.
What Do They Do Exactly?
Happy Land posts memes with a simple caption they wrote. So, it's new. The videos are a slideshow of meme photos with stock music.
The site posts 12 times a day.
8-10-minute videos show 10 second images. Thus, each video needs 48-60 memes.
Memes are video titles (e.g. times a boyfriend was hilarious, back to school fails, funny restaurant signs).
Some stats about the channel:
Founded on October 30, 2020
873 videos were added.
81.8k subscribers
67,244,196 views of the video
What Value Are They Adding?
Everyone can find free memes online. This channel collects similar memes into a single video so you don't have to scroll or click for more. It’s right there, you just keep watching and more will come.
By theming it, the audience is prepared for the video's content.
If you want hilarious animal memes or restaurant signs, choose the video and you'll get up to 60 memes without having to look for them. Genius!
How much money do they make?
According to www.socialblade.com, the channel earns $800-12.8k (image shown in my home currency of GBP).
That's a crazy estimate, but it highlights the unbelievable potential of a channel that presents memes.
This channel thrives on quantity, thus putting out videos is necessary to keep the flow continuing and capture its audience's attention.
How Are the Videos Made?
Straightforward. Memes are added to a presentation without editing (so you could make this in PowerPoint or Keynote).
Each slide should include a unique image and caption. Set 10 seconds per slide.
Add music and post the video.
Finding enough memes for the material and theming is difficult, but if you enjoy memes, this is a fun job.
This case study should have shown you that you don't need expensive software or design expertise to make entertaining videos. Why not try fresh, easy-to-do ideas and see where they lead?
Yuga Labs
3 years ago
Yuga Labs (BAYC and MAYC) buys CryptoPunks and Meebits and gives them commercial rights
Yuga has acquired the CryptoPunks and Meebits NFT IP from Larva Labs. These include 423 CryptoPunks and 1711 Meebits.
We set out to create in the NFT space because we admired CryptoPunks and the founders' visionary work. A lot of their work influenced how we built BAYC and NFTs. We're proud to lead CryptoPunks and Meebits into the future as part of our broader ecosystem.
"Yuga Labs invented the modern profile picture project and are the best in the world at operating these projects. They are ideal CrytoPunk and Meebit stewards. We are confident that in their hands, these projects will thrive in the emerging decentralized web.”
–The founders of Larva Labs, CryptoPunks, and Meebits
This deal grew out of discussions between our partner Guy Oseary and the Larva Labs founders. One call led to another, and now we're here. This does not mean Matt and John will join Yuga. They'll keep running Larva Labs and creating awesome projects that help shape the future of web3.
Next steps
Here's what we plan to do with CryptoPunks and Meebits now that we own the IP. Owners of CryptoPunks and Meebits will soon receive commercial rights equal to those of BAYC and MAYC holders. Our legal teams are working on new terms and conditions for both collections, which we hope to share with the community soon. We expect a wide range of third-party developers and community creators to incorporate CryptoPunks and Meebits into their web3 projects. We'll build the brand alongside them.
We don't intend to cram these NFT collections into the BAYC club model. We see BAYC as the hub of the Yuga universe, and CryptoPunks as a historical collection. We will work to improve the CryptoPunks and Meebits collections as good stewards. We're not in a hurry. We'll consult the community before deciding what to do next.
For us, NFTs are about culture. We're deeply invested in the BAYC community, and it's inspiring to see them grow, collaborate, and innovate. We're excited to see what CryptoPunks and Meebits do with IP rights. Our goal has always been to create a community-owned brand that goes beyond NFTs, and now we can include CryptoPunks and Meebits.