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Nathan Reiff

Nathan Reiff

3 years ago

Howey Test and Cryptocurrencies: 'Every ICO Is a Security'

What Is the Howey Test?

To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts." 

The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.

Understanding the Howey Test

The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land. 

The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.

This established four criteria for determining an investment contract. Investing contract:

  1. An investment of money
  2. n a common enterprise
  3. With the expectation of profit
  4. To be derived from the efforts of others

In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.

Howey Test and Cryptocurrencies

Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.

The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test. 

Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."

For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.

These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."

Special Considerations

If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register. 

In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry. 

Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities. 

SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'

Howey Test FAQs

How Do You Determine If Something Is a Security?

The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.

The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.

Why Is Bitcoin Not a Security?

Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.

Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities. 

A Security Defined by the SEC

In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.

The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:

  • An investment contract's existence
  • The formation of a common enterprise
  • The issuer's profit promise
  • Third-party promotion of the offering

Read original post.

More on Web3 & Crypto

Jayden Levitt

Jayden Levitt

3 years ago

The country of El Salvador's Bitcoin-obsessed president lost $61.6 million.

It’s only a loss if you sell, right?

Created by Author — Using Toonme

Nayib Bukele proclaimed himself “the world’s coolest dictator”.

His jokes aren't clear.

El Salvador's 43rd president self-proclaimed “CEO of El Salvador” couldn't be less presidential.

His thin jeans, aviator sunglasses, and baseball caps like a cartel lord.

He's popular, though.

Bukele won 53% of the vote by fighting violent crime and opposition party corruption.

El Salvador's 6.4 million inhabitants are riding the cryptocurrency volatility wave.

They were powerless.

Their autocratic leader, a former Yamaha Motors salesperson and Bitcoin believer, wants to help 70% unbanked locals.

He intended to give the citizens a way to save money and cut the country's $200 million remittance cost.

Transfer and deposit costs.

This makes logical sense when the president’s theatrics don’t blind you.

El Salvador's Bukele revealed plans to make bitcoin legal tender.

Remittances total $5.9 billion (23%) of the country's expenses.

Anything that reduces costs could boost the economy.

The country’s unbanked population is staggering. Here’s the data by % of people who either have a bank account (Blue) or a mobile money account (Black).

Source — statista.com

According to Bukele, 46% of the population has downloaded the Chivo Bitcoin Wallet.

In 2021, 36% of El Salvadorans had bank accounts.


Large rural countries like Kenya seem to have resolved their unbanked dilemma.

An economy surfaced where village locals would sell, trade and store network minutes and data as a store of value.

Kenyan phone networks realized unbanked people needed a safe way to accumulate wealth and have an emergency fund.

96% of Kenyans utilize M-PESA, which doesn't require a bank account.

The software involves human agents who hang out with cash and a phone.

These people are like ATMs.

You offer them cash to deposit money in your mobile money account or withdraw cash.

In a country with a faulty banking system, cash availability and a safe place to deposit it are important.

William Jack and Tavneet Suri found that M-PESA brought 194,000 Kenyan households out of poverty by making transactions cheaper and creating a safe store of value.

2016 Science paper

Mobile money, a service that allows monetary value to be stored on a mobile phone and sent to other users via text messages, has been adopted by most Kenyan households. We estimate that access to the Kenyan mobile money system M-PESA increased per capita consumption levels and lifted 194,000 households, or 2% of Kenyan households, out of poverty.

The impacts, which are more pronounced for female-headed households, appear to be driven by changes in financial behaviour — in particular, increased financial resilience and saving. Mobile money has therefore increased the efficiency of the allocation of consumption over time while allowing a more efficient allocation of labour, resulting in a meaningful reduction of poverty in Kenya.


Currently, El Salvador has 2,301 Bitcoin.

At publication, it's worth $44 million. That remains 41% of Bukele's original $105.6 million.

Unknown if the country has sold Bitcoin, but Bukeles keeps purchasing the dip.

It's still falling.

Source — Nayib Bukele — Twitter

This might be a fantastic move for the impoverished country over the next five years, if they can live economically till Bitcoin's price recovers.

The evidence demonstrates that a store of value pulls individuals out of poverty, but others say Bitcoin is premature.

You may regard it as an aggressive endeavor to front run the next wave of adoption, offering El Salvador a financial upside.

forkast

forkast

3 years ago

Three Arrows Capital collapse sends crypto tremors

Three Arrows Capital's Google search volume rose over 5,000%.

Three Arrows Capital, a Singapore-based cryptocurrency hedge fund, filed for Chapter 15 bankruptcy last Friday to protect its U.S. assets from creditors.

  • Three Arrows filed for bankruptcy on July 1 in New York.

  • Three Arrows was ordered liquidated by a British Virgin Islands court last week after defaulting on a $670 million loan from Voyager Digital. Three days later, the Singaporean government reprimanded Three Arrows for spreading misleading information and exceeding asset limits.

  • Three Arrows' troubles began with Terra's collapse in May, after it bought US$200 million worth of Terra's LUNA tokens in February, co-founder Kyle Davies told the Wall Street Journal. Three Arrows has failed to meet multiple margin calls since then, including from BlockFi and Genesis.

  • Three Arrows Capital, founded by Kyle Davies and Su Zhu in 2012, manages $10 billion in crypto assets.

  • Bitcoin's price fell from US$20,600 to below US$19,200 after Three Arrows' bankruptcy petition. According to CoinMarketCap, BTC is now above US$20,000.

What does it mean?

Every action causes an equal and opposite reaction, per Newton's third law. Newtonian physics won't comfort Three Arrows investors, but future investors will thank them for their overconfidence.

Regulators are taking notice of crypto's meteoric rise and subsequent fall. Historically, authorities labeled the industry "high risk" to warn traditional investors against entering it. That attitude is changing. Regulators are moving quickly to regulate crypto to protect investors and prevent broader asset market busts.

The EU has reached a landmark deal that will regulate crypto asset sales and crypto markets across the 27-member bloc. The U.S. is close behind with a similar ruling, and smaller markets are also looking to improve safeguards.

For many, regulation is the only way to ensure the crypto industry survives the current winter.

CyberPunkMetalHead

CyberPunkMetalHead

3 years ago

195 countries want Terra Luna founder Do Kwon

Interpol has issued a red alert on Terraform Labs' CEO, South Korean prosecutors said.

After the May crash of Terra Luna revealed tax evasion issues, South Korean officials filed an arrest warrant for Do Kwon, but he is missing.

Do Kwon is now a fugitive in 195 countries after Seoul prosecutors placed him to Interpol's red list. Do Kwon hasn't commented since then. The red list allows any country's local authorities to apprehend Do Kwon.

Do Dwon and Terraform Labs were believed to have moved to Singapore days before the $40 billion wipeout, but Singapore authorities said he fled the country on September 17. Do Kwon tweeted that he wasn't on the run and cited privacy concerns.

Do Kwon was not on the red list at the time and said he wasn't "running," only to reply to his own tweet saying he hasn't jogged in a while and needed to trim calories.

Whether or not it makes sense to read too much into this, the reality is that Do Kwon is now on Interpol red list, despite the firmly asserts on twitter that he does absolutely nothing to hide.

UPDATE:

South Korean authorities are investigating alleged withdrawals of over $60 million U.S. and seeking to freeze these assets. Korean authorities believe a new wallet exchanged over 3000 BTC through OKX and Kucoin.

Do Kwon and the Luna Foundation Guard (of whom Do Kwon is a key member of) have declined all charges and dubbed this disinformation.

Singapore's Luna Foundation Guard (LFG) manages the Terra Ecosystem.

The Legal Situation

Multiple governments are searching for Do Kwon and five other Terraform Labs employees for financial markets legislation crimes.

South Korean authorities arrested a man suspected of tax fraud and Ponzi scheme.

The U.S. SEC is also examining Terraform Labs on how UST was advertised as a stablecoin. No legal precedent exists, so it's unclear what's illegal.

The future of Terraform Labs, Terra, and Terra 2 is unknown, and despite what Twitter shills say about LUNC, the company remains in limbo awaiting a decision that will determine its fate. This project isn't a wise investment.

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Will Leitch

Will Leitch

3 years ago

Don't treat Elon Musk like Trump.

He’s not the President. Stop treating him like one.

Elon Musk tweeted from Qatar, where he was watching the World Cup Final with Jared Kushner.

Musk's subsequent Tweets were as normal, basic, and bland as anyone's from a World Cup Final: It's depressing to see the world's richest man looking at his phone during a grand ceremony. Rich guy goes to rich guy event didn't seem important.

Before Musk posted his should-I-step-down-at-Twitter poll, CNN ran a long segment asking if it was hypocritical for him to reveal his real-time location after defending his (very dumb) suspension of several journalists for (supposedly) revealing his assassination coordinates by linking to a site that tracks Musks private jet. It was hard to ignore CNN's hypocrisy: It covered Musk as Twitter CEO like President Trump. EVERY TRUMP STORY WAS BASED ON HIM SAYING X, THEN DOING Y. Trump would do something horrific, lie about it, then pretend it was fine, then condemn a political rival who did the same thing, be called hypocritical, and so on. It lasted four years. Exhausting.

It made sense because Trump was the President of the United States. The press's main purpose is to relentlessly cover and question the president.

It's strange to say this out. Twitter isn't America. Elon Musk isn't a president. He maintains a money-losing social media service to harass and mock people he doesn't like. Treating Musk like Trump, as if he should be held accountable like Trump, shows a startling lack of perspective. Some journalists treat Twitter like a country.

The compulsive, desperate way many journalists utilize the site suggests as much. Twitter isn't the town square, despite popular belief. It's a place for obsessives to meet and converse. Journalists say they're breaking news. Their careers depend on it. They can argue it's a public service. Nope. It's a place lonely people go to speak all day. Twitter. So do journalists, Trump, and Musk. Acting as if it has a greater purpose, as if it's impossible to break news without it, or as if the republic is in peril is ludicrous. Only 23% of Americans are on Twitter, while 25% account for 97% of Tweets. I'd think a large portion of that 25% are journalists (or attention addicts) chatting to other journalists. Their loudness makes Twitter seem more important than it is. Nope. It's another stupid website. They were there before Twitter; they will be there after Twitter. It’s just a website. We can all get off it if we want. Most of us aren’t even on it in the first place.

Musk is a website-owner. No world leader. He's not as accountable as Trump was. Musk is cable news's primary character now that Trump isn't (at least for now). Becoming a TV news anchor isn't as significant as being president. Elon Musk isn't as important as we all pretend, and Twitter isn't even close. Twitter is a dumb website, Elon Musk is a rich guy going through a midlife crisis, and cable news is lazy because its leaders thought the entire world was on Twitter and are now freaking out that their playground is being disturbed.

I’ve said before that you need to leave Twitter, now. But even if you’re still on it, we need to stop pretending it matters more than it does. It’s a site for lonely attention addicts, from the man who runs it to the journalists who can’t let go of it. It’s not a town square. It’s not a country. It’s not even a successful website. Let’s stop pretending any of it’s real. It’s not.

Scott Stockdale

Scott Stockdale

3 years ago

A Day in the Life of Lex Fridman Can Help You Hit 6-Month Goals

Photo by Lex Fridman on YouTube

The Lex Fridman podcast host has interviewed Elon Musk.

Lex is a minimalist YouTuber. His videos are sloppy. Suits are his trademark.

In a video, he shares a typical day. I've smashed my 6-month goals using its ideas.

Here's his schedule.

Morning Mantra

Not woo-woo. Lex's mantra reflects his practicality.

Four parts.

Rulebook

"I remember the game's rules," he says.

Among them:

  • Sleeping 6–8 hours nightly

  • 1–3 times a day, he checks social media.

  • Every day, despite pain, he exercises. "I exercise uninjured body parts."

Visualize

He imagines his day. "Like Sims..."

He says three things he's grateful for and contemplates death.

"Today may be my last"

Objectives

Then he visualizes his goals. He starts big. Five-year goals.

Short-term goals follow. Lex says they're year-end goals.

Near but out of reach.

Principles

He lists his principles. Assertions. His goals.

He acknowledges his cliche beliefs. Compassion, empathy, and strength are key.

Here's my mantra routine:

Author-made screengrab

Four-Hour Deep Work

Lex begins a four-hour deep work session after his mantra routine. Today's toughest.

AI is Lex's specialty. His video doesn't explain what he does.

Clearly, he works hard.

Before starting, he has water, coffee, and a bathroom break.

"During deep work sessions, I minimize breaks."

He's distraction-free. Phoneless. Silence. Nothing. Any loose ideas are typed into a Google doc for later. He wants to work.

"Just get the job done. Don’t think about it too much and feel good once it’s complete." — Lex Fridman

30-Minute Social Media & Music

After his first deep work session, Lex rewards himself.

10 minutes on social media, 20 on music. Upload content and respond to comments in 10 minutes. 20 minutes for guitar or piano.

"In the real world, I’m currently single, but in the music world, I’m in an open relationship with this beautiful guitar. Open relationship because sometimes I cheat on her with the acoustic." — Lex Fridman

Two-hour exercise

Then exercise for two hours.

Daily runs six miles. Then he chooses how far to go. Run time is an hour.

He does bodyweight exercises. Every minute for 15 minutes, do five pull-ups and ten push-ups. It's David Goggins-inspired. He aims for an hour a day.

He's hungry. Before running, he takes a salt pill for electrolytes.

He'll then take a one-minute cold shower while listening to cheesy songs. Afterward, he might eat.

Four-Hour Deep Work

Lex's second work session.

He works 8 hours a day.

Again, zero distractions.

Eating

The video's meal doesn't look appetizing, but it's healthy.

It's ground beef with vegetables. Cauliflower is his "ground-floor" veggie. "Carrots are my go-to party food."

Lex's keto diet includes 1800–2000 calories.

He drinks a "nutrient-packed" Atheltic Greens shake and takes tablets. It's:

  • One daily tablet of sodium.

  • Magnesium glycinate tablets stopped his keto headaches.

  • Potassium — "For electrolytes"

  • Fish oil: healthy joints

“So much of nutrition science is barely a science… I like to listen to my own body and do a one-person, one-subject scientific experiment to feel good.” — Lex Fridman

Four-hour shallow session

This work isn't as mentally taxing.

Lex planned to:

  • Finish last session's deep work (about an hour)

  • Adobe Premiere podcasting (about two hours).

  • Email-check (about an hour). Three times a day max. First, check for emergencies.

If he's sick, he may watch Netflix or YouTube documentaries or visit friends.

“The possibilities of chaos are wide open, so I can do whatever the hell I want.” — Lex Fridman

Two-hour evening reading

Nonstop work.

Lex ends the day reading academic papers for an hour. "Today I'm skimming two machine learning and neuroscience papers"

This helps him "think beyond the paper."

He reads for an hour.

“When I have a lot of energy, I just chill on the bed and read… When I’m feeling tired, I jump to the desk…” — Lex Fridman


Takeaways

Lex's day-in-the-life video is inspiring.

He has positive energy and works hard every day.

Schedule:

  • Mantra Routine includes rules, visualizing, goals, and principles.

  • Deep Work Session #1: Four hours of focus.

  • 10 minutes social media, 20 minutes guitar or piano. "Music brings me joy"

  • Six-mile run, then bodyweight workout. Two hours total.

  • Deep Work #2: Four hours with no distractions. Google Docs stores random thoughts.

  • Lex supplements his keto diet.

  • This four-hour session is "open to chaos."

  • Evening reading: academic papers followed by fiction.

"I value some things in life. Work is one. The other is loving others. With those two things, life is great." — Lex Fridman

James White

James White

3 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.