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
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More on Web3 & Crypto

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

ANDREW SINGER
3 years ago
Crypto seen as the ‘future of money’ in inflation-mired countries
Crypto as the ‘future of money' in inflation-stricken nations
Citizens of devalued currencies “need” crypto. “Nice to have” in the developed world.
According to Gemini's 2022 Global State of Crypto report, cryptocurrencies “evolved from what many considered a niche investment into an established asset class” last year.
More than half of crypto owners in Brazil (51%), Hong Kong (51%), and India (54%), according to the report, bought cryptocurrency for the first time in 2021.
The study found that inflation and currency devaluation are powerful drivers of crypto adoption, especially in emerging market (EM) countries:
“Respondents in countries that have seen a 50% or greater devaluation of their currency against the USD over the last decade were more than 5 times as likely to plan to purchase crypto in the coming year.”
Between 2011 and 2021, the real lost 218 percent of its value against the dollar, and 45 percent of Brazilians surveyed by Gemini said they planned to buy crypto in 2019.
The rand (South Africa's currency) has fallen 103 percent in value over the last decade, second only to the Brazilian real, and 32 percent of South Africans expect to own crypto in the coming year. Mexico and India, the third and fourth highest devaluation countries, followed suit.
Compared to the US dollar, Hong Kong and the UK currencies have not devalued in the last decade. Meanwhile, only 5% and 8% of those surveyed in those countries expressed interest in buying crypto.
What can be concluded? Noah Perlman, COO of Gemini, sees various crypto use cases depending on one's location.
‘Need to have' investment in countries where the local currency has devalued against the dollar, whereas in the developed world it is still seen as a ‘nice to have'.
Crypto as money substitute
As an adjunct professor at New York University School of Law, Winston Ma distinguishes between an asset used as an inflation hedge and one used as a currency replacement.
Unlike gold, he believes Bitcoin (BTC) is not a “inflation hedge”. They acted more like growth stocks in 2022. “Bitcoin correlated more closely with the S&P 500 index — and Ether with the NASDAQ — than gold,” he told Cointelegraph. But in the developing world, things are different:
“Inflation may be a primary driver of cryptocurrency adoption in emerging markets like Brazil, India, and Mexico.”
According to Justin d'Anethan, institutional sales director at the Amber Group, a Singapore-based digital asset firm, early adoption was driven by countries where currency stability and/or access to proper banking services were issues. Simply put, he said, developing countries want alternatives to easily debased fiat currencies.
“The larger flows may still come from institutions and developed countries, but the actual users may come from places like Lebanon, Turkey, Venezuela, and Indonesia.”
“Inflation is one of the factors that has and continues to drive adoption of Bitcoin and other crypto assets globally,” said Sean Stein Smith, assistant professor of economics and business at Lehman College.
But it's only one factor, and different regions have different factors, says Stein Smith. As a “instantaneously accessible, traceable, and cost-effective transaction option,” investors and entrepreneurs increasingly recognize the benefits of crypto assets. Other places promote crypto adoption due to “potential capital gains and returns”.
According to the report, “legal uncertainty around cryptocurrency,” tax questions, and a general education deficit could hinder adoption in Asia Pacific and Latin America. In Africa, 56% of respondents said more educational resources were needed to explain cryptocurrencies.
Not only inflation, but empowering our youth to live better than their parents without fear of failure or allegiance to legacy financial markets or products, said Monica Singer, ConsenSys South Africa lead. Also, “the issue of cash and remittances is huge in Africa, as is the issue of social grants.”
Money's future?
The survey found that Brazil and Indonesia had the most cryptocurrency ownership. In each country, 41% of those polled said they owned crypto. Only 20% of Americans surveyed said they owned cryptocurrency.
These markets are more likely to see cryptocurrencies as the future of money. The survey found:
“The majority of respondents in Latin America (59%) and Africa (58%) say crypto is the future of money.”
Brazil (66%), Nigeria (63%), Indonesia (61%), and South Africa (57%). Europe and Australia had the fewest believers, with Denmark at 12%, Norway at 15%, and Australia at 17%.
Will the Ukraine conflict impact adoption?
The poll was taken before the war. Will the devastating conflict slow global crypto adoption growth?
With over $100 million in crypto donations directly requested by the Ukrainian government since the war began, Stein Smith says the war has certainly brought crypto into the mainstream conversation.
“This real-world demonstration of decentralized money's power could spur wider adoption, policy debate, and increased use of crypto as a medium of exchange.”
But the war may not affect all developing nations. “The Ukraine war has no impact on African demand for crypto,” Others loom larger. “Yes, inflation, but also a lack of trust in government in many African countries, and a young demographic very familiar with mobile phones and the internet.”
A major success story like Mpesa in Kenya has influenced the continent and may help accelerate crypto adoption. Creating a plan when everyone you trust fails you is directly related to the African spirit, she said.
On the other hand, Ma views the Ukraine conflict as a sort of crisis check for cryptocurrencies. For those in emerging markets, the Ukraine-Russia war has served as a “stress test” for the cryptocurrency payment rail, he told Cointelegraph.
“These emerging markets may see the greatest future gains in crypto adoption.”
Inflation and currency devaluation are persistent global concerns. In such places, Bitcoin and other cryptocurrencies are now seen as the “future of money.” Not in the developed world, but that could change with better regulation and education. Inflation and its impact on cash holdings are waking up even Western nations.
Read original post here.

mbvissers.eth
3 years ago
Why does every smart contract seem to implement ERC165?
ERC165 (or EIP-165) is a standard utilized by various open-source smart contracts like Open Zeppelin or Aavegotchi.
What's it? You must implement? Why do we need it? I'll describe the standard and answer any queries.
What is ERC165
ERC165 detects and publishes smart contract interfaces. Meaning? It standardizes how interfaces are recognized, how to detect if they implement ERC165, and how a contract publishes the interfaces it implements. How does it work?
Why use ERC165? Sometimes it's useful to know which interfaces a contract implements, and which version.
Identifying interfaces
An interface function's selector. This verifies an ABI function. XORing all function selectors defines an interface in this standard. The following code demonstrates.
// SPDX-License-Identifier: UNLICENCED
pragma solidity >=0.8.0 <0.9.0;
interface Solidity101 {
function hello() external pure;
function world(int) external pure;
}
contract Selector {
function calculateSelector() public pure returns (bytes4) {
Solidity101 i;
return i.hello.selector ^ i.world.selector;
// Returns 0xc6be8b58
}
function getHelloSelector() public pure returns (bytes4) {
Solidity101 i;
return i.hello.selector;
// Returns 0x19ff1d21
}
function getWorldSelector() public pure returns (bytes4) {
Solidity101 i;
return i.world.selector;
// Returns 0xdf419679
}
}This code isn't necessary to understand function selectors and how an interface's selector can be determined from the functions it implements.
Run that sample in Remix to see how interface function modifications affect contract function output.
Contracts publish their implemented interfaces.
We can identify interfaces. Now we must disclose the interfaces we're implementing. First, import IERC165 like so.
pragma solidity ^0.4.20;
interface ERC165 {
/// @notice Query if a contract implements an interface
/// @param interfaceID The interface identifier, as specified in ERC-165
/// @dev Interface identification is specified in ERC-165.
/// @return `true` if the contract implements `interfaceID` and
/// `interfaceID` is not 0xffffffff, `false` otherwise
function supportsInterface(bytes4 interfaceID) external view returns (bool);
}We still need to build this interface in our smart contract. ERC721 from OpenZeppelin is a good example.
// SPDX-License-Identifier: MIT
// OpenZeppelin Contracts (last updated v4.5.0) (token/ERC721/ERC721.sol)
pragma solidity ^0.8.0;
import "./IERC721.sol";
import "./extensions/IERC721Metadata.sol";
import "../../utils/introspection/ERC165.sol";
// ...
contract ERC721 is Context, ERC165, IERC721, IERC721Metadata {
// ...
function supportsInterface(bytes4 interfaceId) public view virtual override(ERC165, IERC165) returns (bool) {
return
interfaceId == type(IERC721).interfaceId ||
interfaceId == type(IERC721Metadata).interfaceId ||
super.supportsInterface(interfaceId);
}
// ...
}I deleted unnecessary code. The smart contract imports ERC165, IERC721 and IERC721Metadata. The is keyword at smart contract declaration implements all three.
Kind (interface).
Note that type(interface).interfaceId returns the same as the interface selector.
We override supportsInterface in the smart contract to return a boolean that checks if interfaceId is the same as one of the implemented contracts.
Super.supportsInterface() calls ERC165 code. Checks if interfaceId is IERC165.
function supportsInterface(bytes4 interfaceId) public view virtual override returns (bool) {
return interfaceId == type(IERC165).interfaceId;
}So, if we run supportsInterface with an interfaceId, our contract function returns true if it's implemented and false otherwise. True for IERC721, IERC721Metadata, andIERC165.
Conclusion
I hope this post has helped you understand and use ERC165 and why it's employed.
Have a great day, thanks for reading!
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Cody Collins
2 years ago
The direction of the economy is as follows.
What quarterly bank earnings reveal
Big banks know the economy best. Unless we’re talking about a housing crisis in 2007…
Banks are crucial to the U.S. economy. The Fed, communities, and investments exchange money.
An economy depends on money flow. Banks' views on the economy can affect their decision-making.
Most large banks released quarterly earnings and forward guidance last week. Others were pessimistic about the future.
What Makes Banks Confident
Bank of America's profit decreased 30% year-over-year, but they're optimistic about the economy. Comparatively, they're bullish.
Who banks serve affects what they see. Bank of America supports customers.
They think consumers' future is bright. They believe this for many reasons.
The average customer has decent credit, unless the system is flawed. Bank of America's new credit card and mortgage borrowers averaged 771. New-car loan and home equity borrower averages were 791 and 797.
2008's housing crisis affected people with scores below 620.
Bank of America and the economy benefit from a robust consumer. Major problems can be avoided if individuals maintain spending.
Reasons Other Banks Are Less Confident
Spending requires income. Many companies, mostly in the computer industry, have announced they will slow or freeze hiring. Layoffs are frequently an indication of poor times ahead.
BOA is positive, but investment banks are bearish.
Jamie Dimon, CEO of JPMorgan, outlined various difficulties our economy could confront.
But geopolitical tension, high inflation, waning consumer confidence, the uncertainty about how high rates have to go and the never-before-seen quantitative tightening and their effects on global liquidity, combined with the war in Ukraine and its harmful effect on global energy and food prices are very likely to have negative consequences on the global economy sometime down the road.
That's more headwinds than tailwinds.
JPMorgan, which helps with mergers and IPOs, is less enthusiastic due to these concerns. Incoming headwinds signal drying liquidity, they say. Less business will be done.
Final Reflections
I don't think we're done. Yes, stocks are up 10% from a month ago. It's a long way from old highs.
I don't think the stock market is a strong economic indicator.
Many executives foresee a 2023 recession. According to the traditional definition, we may be in a recession when Q2 GDP statistics are released next week.
Regardless of criteria, I predict the economy will have a terrible year.
Weekly layoffs are announced. Inflation persists. Will prices return to 2020 levels if inflation cools? Perhaps. Still expensive energy. Ukraine's war has global repercussions.
I predict BOA's next quarter earnings won't be as bullish about the consumer's strength.

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?

Darius Foroux
2 years ago
My financial life was changed by a single, straightforward mental model.
Prioritize big-ticket purchases
I've made several spending blunders. I get sick thinking about how much money I spent.
My financial mental model was poor back then.
Stoicism and mindfulness keep me from attaching to those feelings. It still hurts.
Until four or five years ago, I bought a new winter jacket every year.
Ten years ago, I spent twice as much. Now that I have a fantastic, warm winter parka, I don't even consider acquiring another one. No more spending. I'm not looking for jackets either.
Saving time and money by spending well is my thinking paradigm.
The philosophy is expressed in most languages. Cheap is expensive in the Netherlands. This applies beyond shopping.
In this essay, I will offer three examples of how this mental paradigm transformed my financial life.
Publishing books
In 2015, I presented and positioned my first book poorly.
I called the book Huge Life Success and made a funny Canva cover in 30 minutes. This:
That looks nothing like my present books. No logo or style. The book felt amateurish.
The book started bothering me a few weeks after publication. The advice was good, but it didn't appear professional. I studied the book business extensively.
I created a style for all my designs. Branding. Win Your Inner Wars was reissued a year later.
Title, cover, and description changed. Rearranging the chapters improved readability.
Seven years later, the book sells hundreds of copies a month. That taught me a lot.
Rushing to finish a project is enticing. Send it and move forward.
Avoid rushing everything. Relax. Develop your projects. Perform well. Perform the job well.
My first novel was underfunded and underworked. A bad book arrived. I then invested time and money in writing the greatest book I could.
That book still sells.
Traveling
I hate travel. Airports, flights, trains, and lines irritate me.
But, I enjoy traveling to beautiful areas.
I do it strangely. I make up travel rules. I never go to airports in summer. I hate being near airports on holidays. Unworthy.
No vacation packages for me. Those airline packages with a flight, shuttle, and hotel. I've had enough.
I try to avoid crowds and popular spots. July Paris? Nuts and bolts, please. Christmas in NYC? No, please keep me sane.
I fly business class behind. I accept upgrades upon check-in. I prefer driving. I drove from the Netherlands to southern Spain.
Thankfully, no lines. What if travel costs more? Thus? I enjoy it from the start. I start traveling then.
I rarely travel since I'm so difficult. One great excursion beats several average ones.
Personal effectiveness
New apps, tools, and strategies intrigue most productivity professionals.
No.
I researched years ago. I spent years investigating productivity in university.
I bought books, courses, applications, and tools. It was expensive and time-consuming.
Im finished. Productivity no longer costs me time or money. OK. I worked on it once and now follow my strategy.
I avoid new programs and systems. My stuff works. Why change winners?
Spending wisely saves time and money.
Spending wisely means spending once. Many people ignore productivity. It's understudied. No classes.
Some assume reading a few articles or a book is enough. Productivity is personal. You need a personal system.
Time invested is one-time. You can trust your system for life once you find it.
Concentrate on the expensive choices.
Life's short. Saving money quickly is enticing.
Spend less on groceries today. True. That won't fix your finances.
Adopt a lifestyle that makes you affluent over time. Consider major choices.
Are they causing long-term poverty? Are you richer?
Leasing cars comes to mind. The automobile costs a fortune today. The premium could accomplish a million nice things.
Focusing on important decisions makes life easier. Consider your future. You want to improve next year.
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