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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
Sam Hickmann
3 years ago
A quick guide to formatting your text on INTΞGRITY
[06/20/2022 update] We have now implemented a powerful text editor, but you can still use markdown.
Markdown:
Headers
SYNTAX:
# This is a heading 1
## This is a heading 2
### This is a heading 3
#### This is a heading 4
RESULT:
This is a heading 1
This is a heading 2
This is a heading 3
This is a heading 4
Emphasis
SYNTAX:
**This text will be bold**
~~Strikethrough~~
*You **can** combine them*
RESULT:
This text will be italic
This text will be bold
You can combine them
Images
SYNTAX:
RESULT:
Videos
SYNTAX:
https://www.youtube.com/watch?v=7KXGZAEWzn0
RESULT:
Links
SYNTAX:
[Int3grity website](https://www.int3grity.com)
RESULT:
Tweets
SYNTAX:
https://twitter.com/samhickmann/status/1503800505864130561
RESULT:
Blockquotes
SYNTAX:
> Human beings face ever more complex and urgent problems, and their effectiveness in dealing with these problems is a matter that is critical to the stability and continued progress of society. \- Doug Engelbart, 1961
RESULT:
Human beings face ever more complex and urgent problems, and their effectiveness in dealing with these problems is a matter that is critical to the stability and continued progress of society. - Doug Engelbart, 1961
Inline code
SYNTAX:
Text inside `backticks` on a line will be formatted like code.
RESULT:
Text inside backticks on a line will be formatted like code.
Code blocks
SYNTAX:
'''js
function fancyAlert(arg) {
if(arg) {
$.facebox({div:'#foo'})
}
}
'''
RESULT:
function fancyAlert(arg) {
if(arg) {
$.facebox({div:'#foo'})
}
}
Maths
We support LaTex to typeset math. We recommend reading the full documentation on the official website
SYNTAX:
$$[x^n+y^n=z^n]$$
RESULT:
[x^n+y^n=z^n]
Tables
SYNTAX:
| header a | header b |
| ---- | ---- |
| row 1 col 1 | row 1 col 2 |
RESULT:
| header a | header b | header c |
|---|---|---|
| row 1 col 1 | row 1 col 2 | row 1 col 3 |
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.
Vitalik
3 years ago
An approximate introduction to how zk-SNARKs are possible (part 2)
If tasked with the problem of coming up with a zk-SNARK protocol, many people would make their way to this point and then get stuck and give up. How can a verifier possibly check every single piece of the computation, without looking at each piece of the computation individually? But it turns out that there is a clever solution.
Polynomials
Polynomials are a special class of algebraic expressions of the form:
- x+5
- x^4
- x^3+3x^2+3x+1
- 628x^{271}+318x^{270}+530x^{269}+…+69x+381
i.e. they are a sum of any (finite!) number of terms of the form cx^k
There are many things that are fascinating about polynomials. But here we are going to zoom in on a particular one: polynomials are a single mathematical object that can contain an unbounded amount of information (think of them as a list of integers and this is obvious). The fourth example above contained 816 digits of tau, and one can easily imagine a polynomial that contains far more.
Furthermore, a single equation between polynomials can represent an unbounded number of equations between numbers. For example, consider the equation A(x)+ B(x) = C(x). If this equation is true, then it's also true that:
- A(0)+B(0)=C(0)
- A(1)+B(1)=C(1)
- A(2)+B(2)=C(2)
- A(3)+B(3)=C(3)
And so on for every possible coordinate. You can even construct polynomials to deliberately represent sets of numbers so you can check many equations all at once. For example, suppose that you wanted to check:
- 12+1=13
- 10+8=18
- 15+8=23
- 15+13=28
You can use a procedure called Lagrange interpolation to construct polynomials A(x) that give (12,10,15,15) as outputs at some specific set of coordinates (eg. (0,1,2,3)), B(x) the outputs (1,8,8,13) on thos same coordinates, and so forth. In fact, here are the polynomials:
- A(x)=-2x^3+\frac{19}{2}x^2-\frac{19}{2}x+12
- B(x)=2x^3-\frac{19}{2}x^2+\frac{29}{2}x+1
- C(x)=5x+13
Checking the equation A(x)+B(x)=C(x) with these polynomials checks all four above equations at the same time.
Comparing a polynomial to itself
You can even check relationships between a large number of adjacent evaluations of the same polynomial using a simple polynomial equation. This is slightly more advanced. Suppose that you want to check that, for a given polynomial F, F(x+2)=F(x)+F(x+1) with the integer range {0,1…89} (so if you also check F(0)=F(1)=1, then F(100) would be the 100th Fibonacci number)
As polynomials, F(x+2)-F(x+1)-F(x) would not be exactly zero, as it could give arbitrary answers outside the range x={0,1…98}. But we can do something clever. In general, there is a rule that if a polynomial P is zero across some set S=\{x_1,x_2…x_n\} then it can be expressed as P(x)=Z(x)*H(x), where Z(x)=(x-x_1)*(x-x_2)*…*(x-x_n) and H(x) is also a polynomial. In other words, any polynomial that equals zero across some set is a (polynomial) multiple of the simplest (lowest-degree) polynomial that equals zero across that same set.
Why is this the case? It is a nice corollary of polynomial long division: the factor theorem. We know that, when dividing P(x) by Z(x), we will get a quotient Q(x) and a remainder R(x) is strictly less than that of Z(x). Since we know that P is zero on all of S, it means that R has to be zero on all of S as well. So we can simply compute R(x) via polynomial interpolation, since it's a polynomial of degree at most n-1 and we know n values (the zeros at S). Interpolating a polynomial with all zeroes gives the zero polynomial, thus R(x)=0 and H(x)=Q(x).
Going back to our example, if we have a polynomial F that encodes Fibonacci numbers (so F(x+2)=F(x)+F(x+1) across x=\{0,1…98\}), then I can convince you that F actually satisfies this condition by proving that the polynomial P(x)=F(x+2)-F(x+1)-F(x) is zero over that range, by giving you the quotient:
H(x)=\frac{F(x+2)-F(x+1)-F(x)}{Z(x)}
Where Z(x) = (x-0)*(x-1)*…*(x-98).
You can calculate Z(x) yourself (ideally you would have it precomputed), check the equation, and if the check passes then F(x) satisfies the condition!
Now, step back and notice what we did here. We converted a 100-step-long computation into a single equation with polynomials. Of course, proving the N'th Fibonacci number is not an especially useful task, especially since Fibonacci numbers have a closed form. But you can use exactly the same basic technique, just with some extra polynomials and some more complicated equations, to encode arbitrary computations with an arbitrarily large number of steps.
see part 3
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Sam Warain
2 years ago
The Brilliant Idea Behind Kim Kardashian's New Private Equity Fund
Kim Kardashian created Skky Partners. Consumer products, internet & e-commerce, consumer media, hospitality, and luxury are company targets.
Some call this another Kardashian publicity gimmick.
This maneuver is brilliance upon closer inspection. Why?
1) Kim has amassed a sizable social media fan base:
Over 320 million Instagram and 70 million Twitter users follow Kim Kardashian.
Kim Kardashian's Instagram account ranks 8th. Three Kardashians in top 10 is ridiculous.
This gives her access to consumer data. She knows what people are discussing. Investment firms need this data.
Quality, not quantity, of her followers matters. Studies suggest that her following are more engaged than Selena Gomez and Beyonce's.
Kim's followers are worth roughly $500 million to her brand, according to a research. They trust her and buy what she recommends.
2) She has a special aptitude for identifying trends.
Kim Kardashian can sense trends.
She's always ahead of fashion and beauty trends. She's always trying new things, too. She doesn't mind making mistakes when trying anything new. Her desire to experiment makes her a good business prospector.
Kim has also created a lifestyle brand that followers love. Kim is an entrepreneur, mom, and role model, not just a reality TV star or model. She's established a brand around her appearance, so people want to buy her things.
Her fragrance collection has sold over $100 million since its 2009 introduction, and her Sears apparel line did over $200 million in its first year.
SKIMS is her latest $3.2bn brand. She can establish multibillion-dollar firms with her enormous distribution platform.
Early founders would kill for Kim Kardashian's network.
Making great products is hard, but distribution is more difficult. — David Sacks, All-in-Podcast
3) She can delegate the financial choices to Jay Sammons, one of the greatest in the industry.
Jay Sammons is well-suited to develop Kim Kardashian's new private equity fund.
Sammons has 16 years of consumer investing experience at Carlyle. This will help Kardashian invest in consumer-facing enterprises.
Sammons has invested in Supreme and Beats Electronics, both of which have grown significantly. Sammons' track record and competence make him the obvious choice.
Kim Kardashian and Jay Sammons have joined forces to create a new business endeavor. The agreement will increase Kardashian's commercial empire. Sammons can leverage one of the world's most famous celebrities.
“Together we hope to leverage our complementary expertise to build the next generation consumer and media private equity firm” — Kim Kardashian
Kim Kardashian is a successful businesswoman. She developed an empire by leveraging social media to connect with fans. By developing a global lifestyle brand, she has sold things and experiences that have made her one of the world's richest celebrities.
She's a shrewd entrepreneur who knows how to maximize on herself and her image.
Imagine how much interest Kim K will bring to private equity and venture capital.
I'm curious about the company's growth.
Hunter Walk
2 years ago
Is it bad of me to want our portfolio companies to generate greater returns for outside investors than they did for us as venture capitalists?
Wishing for Lasting Companies, Not Penny Stocks or Goodwill Write-Downs
Get me a NASCAR-style company-logoed cremation urn (notice to the executor of my will, theres gonna be a lot of weird requests). I believe in working on projects that would be on your tombstone. As the Homebrew logo is tattooed on my shoulder, expanding the portfolio to my posthumous commemoration is easy. But this isn't an IRR victory lap; it's a hope that the firms we worked for would last beyond my lifetime.
![a little boy planting a dollar bill in the ground and pouring a watering can out on it, digital art [DALL-E]](https://storage.googleapis.com/int3grity/posts/V62hkReDx56S/images/vMwzqrYeXaYnUIMXAdTY9)
Venture investors too often take credit or distance themselves from startups based on circumstances. Successful companies tell stories of crucial introductions, strategy conversations, and other value. Defeats Even whether our term involves Board service or systematic ethical violations, I'm just a little investment, so there's not much I can do. Since I'm guilty, I'm tossing stones from within the glass home (although we try to own our decisions through the lifecycle).
Post-exit company trajectories are usually unconfounded. Off the cap table, no longer a shareholder (or a diminishing one as you sell off/distribute), eventually leaving the Board. You can cheer for the squad or forget about it, but you've freed the corporation and it's back to portfolio work.
As I look at the downward track of most SPACs and other tarnished IPOs from the last few years, I wonder how I would feel if those were my legacy. Is my job done? Yes. When investing in a business, the odds are against it surviving, let alone thriving and being able to find sunlight. SPAC sponsors, institutional buyers, retail investments. Free trade in an open market is their right. Risking and losing capital is the system working! But
We were lead or co-lead investors in our first three funds, but as additional VCs joined the company, we were pushed down the cap table. Voting your shares rarely matters; supporting the firm when they need it does. Being valuable, consistent, and helping the company improve builds trust with the founders.
I hope every startup we sponsor becomes a successful public company before, during, and after we benefit. My perspective of American capitalism. Well, a stock ticker has a lot of garbage, and I support all types of regulation simplification (in addition to being a person investor in the Long-Term Stock Exchange). Yet being owned by a large group of investors and making actual gains for them is great. Likewise does seeing someone you met when they were just starting out become a public company CEO without losing their voice, leadership, or beliefs.
I'm just thinking about what we can do from the start to realize value from our investments and build companies with bright futures. Maybe seed venture financing shouldn't impact those outcomes, but I'm not comfortable giving up that obligation.
NonConformist
3 years ago
Before 6 AM, read these 6 quotations.
These quotes will change your perspective.
I try to reflect on these quotes daily. Reading it in the morning can affect your day, decisions, and priorities. Let's start.
1. Friedrich Nietzsche once said, "He who has a why to live for can bear almost any how."
What's your life goal?
80% of people don't know why they live or what they want to accomplish in life if you ask them randomly.
Even those with answers may not pursue their why. Without a purpose, life can be dull.
Your why can guide you through difficult times.
Create a life goal. Growing may change your goal. Having a purpose in life prevents feeling lost.
2. Seneca said, "He who fears death will never do anything fit for a man in life."
FAILURE STINKS Yes.
This quote is great if you're afraid to try because of failure. What if I'm not made for it? What will they think if I fail?
This wastes most of our lives. Many people prefer not failing over trying something with a better chance of success, according to studies.
Failure stinks in the short term, but it can transform our lives over time.
3. Two men peered through the bars of their cell windows; one saw mud, the other saw stars. — Dale Carnegie
It’s not what you look at that matters; it’s what you see.
The glass-full-or-empty meme is everywhere. It's hard to be positive when facing adversity.
This is a skill. Positive thinking can change our future.
We should stop complaining about our life and how easy success is for others.
Seductive pessimism. Realize this and start from first principles.
4. “Smart people learn from everything and everyone, average people from their experiences, and stupid people already have all the answers.” — Socrates.
Knowing we're ignorant can be helpful.
Every person and situation teaches you something. You can learn from others' experiences so you don't have to. Analyzing your and others' actions and applying what you learn can be beneficial.
Reading (especially non-fiction or biographies) is a good use of time. Walter Issacson wrote Benjamin Franklin's biography. Ben Franklin's early mistakes and successes helped me in some ways.
Knowing everything leads to disaster. Every incident offers lessons.
5. “We must all suffer one of two things: the pain of discipline or the pain of regret or disappointment.“ — James Rohn
My favorite Jim Rohn quote.
Exercise hurts. Healthy eating can be painful. But they're needed to get in shape. Avoiding pain can ruin our lives.
Always choose progress over hopelessness. Myth: overnight success Everyone who has mastered a craft knows that mastery comes from overcoming laziness.
Turn off your inner critic and start working. Try Can't Hurt Me by David Goggins.
6. “A champion is defined not by their wins, but by how they can recover when they fail.“ — Serena Williams
Have you heard of Traf-o-Data?
Gates and Allen founded Traf-O-Data. After some success, it failed. Traf-o-Data's failure led to Microsoft.
Allen said Traf-O-Data's setback was important for Microsoft's first product a few years later. Traf-O-Data was a business failure, but it helped them understand microprocessors, he wrote in 2017.
“The obstacle in the path becomes the path. Never forget, within every obstacle is an opportunity to improve our condition.” — Ryan Holiday.
Bonus Quotes
More helpful quotes:
“Those who cannot change their minds cannot change anything.” — George Bernard Shaw.
“Do something every day that you don’t want to do; this is the golden rule for acquiring the habit of doing your duty without pain.” — Mark Twain.
“Never give up on a dream just because of the time it will take to accomplish it. The time will pass anyway.” — Earl Nightingale.
“A life spent making mistakes is not only more honorable, but more useful than a life spent doing nothing.” — George Bernard Shaw.
“We don’t stop playing because we grow old; we grow old because we stop playing.” — George Bernard Shaw.
Conclusion
Words are powerful. Utilize it. Reading these inspirational quotes will help you.