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Nathan Reiff

Nathan Reiff

2 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

Ben

Ben

2 years ago

The Real Value of Carbon Credit (Climate Coin Investment)

Disclaimer : This is not financial advice for any investment.

TL;DR

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

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

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

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

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

The Unavoidable Entry of the Net Zero Era

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

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

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

Source : https://zerotracker.net/

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

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

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

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

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

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

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

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

The Market for Carbon Credits Is Expanding Fearfully

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

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

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

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

In conclusion

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

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

Join nonceClassic’s community:

Telegram: https://t.me/non_stock

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

Twitter: @nonceclassic

Mail us : general@nonceclassic.org

Rishi Dean

Rishi Dean

2 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!

Protos

Protos

2 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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Daniel Vassallo

Daniel Vassallo

2 years ago

Why I quit a $500K job at Amazon to work for myself

I quit my 8-year Amazon job last week. I wasn't motivated to do another year despite promotions, pay, recognition, and praise.

In AWS, I built developer tools. I could have worked in that field forever.

I became an Amazon developer. Within 3.5 years, I was promoted twice to senior engineer and would have been promoted to principal engineer if I stayed. The company said I had great potential.

Over time, I became a reputed expert and leader within the company. I was respected.

First year I made $75K, last year $511K. If I stayed another two years, I could have made $1M.

Despite Amazon's reputation, my work–life balance was good. I no longer needed to prove myself and could do everything in 40 hours a week. My team worked from home once a week, and I rarely opened my laptop nights or weekends.

My coworkers were great. I had three generous, empathetic managers. I’m very grateful to everyone I worked with.

Everything was going well and getting better. My motivation to go to work each morning was declining despite my career and income growth.

Another promotion, pay raise, or big project wouldn't have boosted my motivation. Motivation was also waning. It was my freedom.

Demotivation

My motivation was high in the beginning. I worked with someone on an internal tool with little scrutiny. I had more freedom to choose how and what to work on than in recent years. Me and another person improved it, talked to users, released updates, and tested it. Whatever we wanted, we did. We did our best and were mostly self-directed.

In recent years, things have changed. My department's most important project had many stakeholders and complex goals. What I could do depended on my ability to convince others it was the best way to achieve our goals.

Amazon was always someone else's terms. The terms started out simple (keep fixing it), but became more complex over time (maximize all goals; satisfy all stakeholders). Working in a large organization imposed restrictions on how to do the work, what to do, what goals to set, and what business to pursue. This situation forced me to do things I didn't want to do.

Finding New Motivation

What would I do forever? Not something I did until I reached a milestone (an exit), but something I'd do until I'm 80. What could I do for the next 45 years that would make me excited to wake up and pay my bills? Is that too unambitious? Nope. Because I'm motivated by two things.

One is an external carrot or stick. I'm not forced to file my taxes every April, but I do because I don't want to go to jail. Or I may not like something but do it anyway because I need to pay the bills or want a nice car. Extrinsic motivation

One is internal. When there's no carrot or stick, this motivates me. This fuels hobbies. I wanted a job that was intrinsically motivated.

Is this too low-key? Extrinsic motivation isn't sustainable. Getting promoted felt good for a week, then it was over. When I hit $100K, I admired my W2 for a few days, but then it wore off. Same thing happened at $200K, $300K, $400K, and $500K. Earning $1M or $10M wouldn't change anything. I feel the same about every material reward or possession. Getting them feels good at first, but quickly fades.

Things I've done since I was a kid, when no one forced me to, don't wear off. Coding, selling my creations, charting my own path, and being honest. Why not always use my strengths and motivation? I'm lucky to live in a time when I can work independently in my field without large investments. So that’s what I’m doing.

What’s Next?

I'm going all-in on independence and will make a living from scratch. I won't do only what I like, but on my terms. My goal is to cover my family's expenses before my savings run out while doing something I enjoy. What more could I want from my work?

You can now follow me on Twitter as I continue to document my journey.


This post is a summary. Read full article here

James White

James White

2 years ago

Ray Dalio suggests reading these three books in 2022.

An inspiring reading list

Wikimedia Commons

I'm no billionaire or hedge-fund manager. My bank account doesn't have millions. Ray Dalio's love of reading motivates me to think differently.

Here are some books recommended by Ray Dalio. Each influenced me. Hope they'll help you.

Sapiens by Yuval Noah Harari

Page Count: 512
Rating on Goodreads: 4.39

My favorite nonfiction book.

Sapiens explores human evolution. It explains how Homo Sapiens developed from hunter-gatherers to a dominant species. Amazing!

Sapiens will teach you about human history. Yuval Noah Harari has a follow-up book on human evolution.

Goodreads

My favorite book quotes are:

  • The tendency for luxuries to turn into necessities and give rise to new obligations is one of history's few unbreakable laws.

  • Happiness is not dependent on material wealth, physical health, or even community. Instead, it depends on how closely subjective expectations and objective circumstances align.

  • The romantic comparison between today's industry, which obliterates the environment, and our forefathers, who coexisted well with nature, is unfounded. Homo sapiens held the record among all organisms for eradicating the most plant and animal species even before the Industrial Revolution. The unfortunate distinction of being the most lethal species in the history of life belongs to us.

The Power Of Habit by Charles Duhigg

Page Count: 375
Rating on Goodreads: 4.13

Great book: The Power Of Habit. It illustrates why habits are everything. The book explains how healthier habits can improve your life, career, and society.

The Power of Habit rocks. It's a great book on productivity. Its suggestions helped me build healthier behaviors (and drop bad ones).

Read ASAP!

Goodreads

My favorite book quotes are:

  • Change may not occur quickly or without difficulty. However, almost any behavior may be changed with enough time and effort.

  • People who exercise begin to eat better and produce more at work. They are less smokers and are more patient with friends and family. They claim to feel less anxious and use their credit cards less frequently. A fundamental habit that sparks broad change is exercise.

  • Habits are strong but also delicate. They may develop independently of our awareness or may be purposefully created. They frequently happen without our consent, but they can be altered by changing their constituent pieces. They have a much greater influence on how we live than we realize; in fact, they are so powerful that they cause our brains to adhere to them above all else, including common sense.

Tribe Of Mentors by Tim Ferriss

Page Count: 561
Rating on Goodreads: 4.06

Unusual book structure. It's worth reading if you want to learn from successful people.

The book is Q&A-style. Tim questions everyone. Each chapter features a different person's life-changing advice. In the book, Pressfield, Willink, Grylls, and Ravikant are interviewed.

Amazing!

Goodreads

My favorite book quotes are:

  • According to one's courage, life can either get smaller or bigger.

  • Don't engage in actions that you are aware are immoral. The reputation you have with yourself is all that constitutes self-esteem. Always be aware.

  • People mistakenly believe that focusing means accepting the task at hand. However, that is in no way what it represents. It entails rejecting the numerous other worthwhile suggestions that exist. You must choose wisely. Actually, I'm just as proud of the things we haven't accomplished as I am of what I have. Saying no to 1,000 things is what innovation is.

Frederick M. Hess

Frederick M. Hess

1 year ago

The Lessons of the Last Two Decades for Education Reform

My colleague Ilana Ovental and I examined pandemic media coverage of education at the end of last year. That analysis examined coverage changes. We tracked K-12 topic attention over the previous two decades using Lexis Nexis. See the results here.

I was struck by how cleanly the past two decades can be divided up into three (or three and a half) eras of school reform—a framing that can help us comprehend where we are and how we got here. In a time when epidemic, political unrest, frenetic news cycles, and culture war can make six months seem like a lifetime, it's worth pausing for context.

If you look at the peaks in the above graph, the 21st century looks to be divided into periods. The decade-long rise and fall of No Child Left Behind began during the Bush administration. In a few years, NCLB became the dominant K-12 framework. Advocates and financiers discussed achievement gaps and measured success with AYP.

NCLB collapsed under the weight of rigorous testing, high-stakes accountability, and a race to the bottom by the Obama years. Obama's Race to the Top garnered attention, but its most controversial component, the Common Core State Standards, rose quickly.

Academic standards replaced assessment and accountability. New math, fiction, and standards were hotly debated. Reformers and funders chanted worldwide benchmarking and systems interoperability.

We went from federally driven testing and accountability to government encouraged/subsidized/mandated (pick your verb) reading and math standardization. Last year, Checker Finn and I wrote The End of School Reform? The 2010s populist wave thwarted these objectives. The Tea Party, Occupy Wall Street, Black Lives Matter, and Trump/MAGA all attacked established institutions.

Consequently, once the Common Core fell, no alternative program emerged. Instead, school choice—the policy most aligned with populist suspicion of institutional power—reached a half-peak. This was less a case of choice erupting to prominence than of continuous growth in a vacuum. Even with Betsy DeVos' determined, controversial efforts, school choice received only half the media attention that NCLB and Common Core did at their heights.

Recently, culture clash-fueled attention to race-based curriculum and pedagogy has exploded (all playing out under the banner of critical race theory). This third, culture war-driven wave may not last as long as the other waves.

Even though I don't understand it, the move from slow-building policy debate to fast cultural confrontation over two decades is notable. I don't know if it's cyclical or permanent, or if it's about schooling, media, public discourse, or all three.

One final thought: After doing this work for decades, I've noticed how smoothly advocacy groups, associations, and other activists adapt to the zeitgeist. In 2007, mission statements focused on accomplishment disparities. Five years later, they promoted standardization. Language has changed again.

Part of this is unavoidable and healthy. Chasing currents can also make companies look unprincipled, promote scepticism, and keep them spinning the wheel. Bearing in mind that these tides ebb and flow may give educators, leaders, and activists more confidence to hold onto their values and pause when they feel compelled to follow the crowd.