More on Web3 & Crypto
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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:
- 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.
JEFF JOHN ROBERTS
3 years ago
What just happened in cryptocurrency? A plain-English Q&A about Binance's FTX takedown.
Crypto people have witnessed things. They've seen big hacks, mind-boggling swindles, and amazing successes. They've never seen a day like Tuesday, when the world's largest crypto exchange murdered its closest competition.
Here's a primer on Binance and FTX's lunacy and why it matters if you're new to crypto.
What happened?
CZ, a shrewd Chinese-Canadian billionaire, runs Binance. FTX, a newcomer, has challenged Binance in recent years. SBF (Sam Bankman-Fried)—a young American with wild hair—founded FTX (initials are a thing in crypto).
Last weekend, CZ complained about SBF's lobbying and then exploited Binance's market power to attack his competition.
How did CZ do that?
CZ invested in SBF's new cryptocurrency exchange when they were friends. CZ sold his investment in FTX for FTT when he no longer wanted it. FTX clients utilize those tokens to get trade discounts, although they are less liquid than Bitcoin.
SBF made a mistake by providing CZ just too many FTT tokens, giving him control over FTX. It's like Pepsi handing Coca-Cola a lot of stock it could sell at any time. CZ got upset with SBF and flooded the market with FTT tokens.
SBF owns a trading fund with many FTT tokens, therefore this was catastrophic. SBF sought to defend FTT's worth by selling other assets to buy up the FTT tokens flooding the market, but it didn't succeed, and as FTT's value plummeted, his liabilities exceeded his assets. By Tuesday, his companies were insolvent, so he sold them to his competition.
Crazy. How could CZ do that?
CZ likely did this to crush a rising competition. It was also personal. In recent months, regulators have been tough toward the crypto business, and Binance and FTX have been trying to stay on their good side. CZ believed SBF was poisoning U.S. authorities by saying CZ was linked to China, so CZ took retribution.
“We supported previously, but we won't pretend to make love after divorce. We're neutral. But we won't assist people that push against other industry players behind their backs," CZ stated in a tragic tweet on Sunday. He crushed his rival's company two days later.
So does Binance now own FTX?
No. Not yet. CZ has only stated that Binance signed a "letter of intent" to acquire FTX. CZ and SBF say Binance will protect FTX consumers' funds.
Who’s to blame?
You could blame CZ for using his control over FTX to destroy it. SBF is also being criticized for not disclosing the full overlap between FTX and his trading company, which controlled plenty of FTT. If he had been upfront, someone might have warned FTX about this vulnerability earlier, preventing this mess.
Others have alleged that SBF utilized customer monies to patch flaws in his enterprises' balance accounts. That happened to multiple crypto startups that collapsed this spring, which is unfortunate. These are allegations, not proof.
Why does this matter? Isn't this common in crypto?
Crypto is notorious for shady executives and pranks. FTX is the second-largest crypto business, and SBF was largely considered as the industry's golden boy who would help it get on authorities' good side. Thus far.
Does this affect cryptocurrency prices?
Short-term, it's bad. Prices fell on suspicions that FTX was in peril, then rallied when Binance rescued it, only to fall again later on Tuesday.
These occurrences have hurt FTT and SBF's Solana token. It appears like a huge token selloff is affecting the rest of the market. Bitcoin fell 10% and Ethereum 15%, which is bad but not catastrophic for the two largest coins by market cap.

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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Liz Martin
3 years ago
A Search Engine From Apple?
Apple's search engine has long been rumored. Recent Google developments may confirm the rumor. Is Apple about to become Google's biggest rival?
Here's a video:
People noted Apple's changes in 2020. AppleBot, a web crawler that downloads and caches Internet content, was more active than in the last five years.
Apple hired search engine developers, including ex-Googlers, such as John Giannandrea, Google's former search chief.
Apple also changed the way iPhones search. With iOS 14, Apple's search results arrived before Google's.
These facts fueled rumors that Apple was developing a search engine.
Apple and Google Have a Contract
Many skeptics said Apple couldn't compete with Google. This didn't affect the company's competitiveness.
Apple is the only business with the resources and scale to be a Google rival, with 1.8 billion active devices and a $2 trillion market cap.
Still, people doubted that due to a license deal. Google pays Apple $8 to $12 billion annually to be the default iPhone and iPad search engine.
Apple can't build an independent search product under this arrangement.
Why would Apple enter search if it's being paid to stay out?
Ironically, this partnership has many people believing Apple is getting into search.
A New Default Search Engine May Be Needed
Google was sued for antitrust in 2020. It is accused of anticompetitive and exclusionary behavior. Justice wants to end Google's monopoly.
Authorities could restrict Apple and Google's licensing deal due to its likely effect on market competitiveness. Hence Apple needs a new default search engine.
Apple Already Has a Search Engine
The company already has a search engine, Spotlight.
Since 2004, Spotlight has aired. It was developed to help users find photos, documents, apps, music, and system preferences.
Apple's search engine could do more than organize files, texts, and apps.
Spotlight Search was updated in 2014 with iOS 8. Web, App Store, and iTunes searches became available. You could find nearby places, movie showtimes, and news.
This search engine has subsequently been updated and improved. Spotlight added rich search results last year.
If you search for a TV show, movie, or song, photos and carousels will appear at the top of the page.
This resembles Google's rich search results.
When Will the Apple Search Engine Be Available?
When will Apple's search launch? Robert Scoble says it's near.
Scoble tweeted a number of hints before this year's Worldwide Developer Conference.
Scoble bases his prediction on insider information and deductive reasoning. January 2023 is expected.
Will you use Apple's search engine?

DC Palter
2 years ago
Is Venture Capital a Good Fit for Your Startup?
5 VC investment criteria
I reviewed 200 startup business concepts last week. Brainache.
The enterprises sold various goods and services. The concepts were achingly similar: give us money, we'll produce a product, then get more to expand. No different from daily plans and pitches.
Most of those 200 plans sounded plausible. But 10% looked venture-worthy. 90% of startups need alternatives to venture finance.
With the success of VC-backed businesses and the growth of venture funds, a common misperception is that investors would fund any decent company idea. Finding investors that believe in the firm and founders is the key to funding.
Incorrect. Venture capital needs investing in certain enterprises. If your startup doesn't match the model, as most early-stage startups don't, you can revise your business plan or locate another source of capital.
Before spending six months pitching angels and VCs, make sure your startup fits these criteria.
Likely to generate $100 million in sales
First, I check the income predictions in a pitch deck. If it doesn't display $100M, don't bother.
The math doesn't work for venture financing in smaller businesses.
Say a fund invests $1 million in a startup valued at $5 million that is later acquired for $20 million. That's a win everyone should celebrate. Most VCs don't care.
Consider a $100M fund. The fund must reach $360M in 7 years with a 20% return. Only 20-30 investments are possible. 90% of the investments will fail, hence the 23 winners must return $100M-$200M apiece. $15M isn't worth the work.
Angel investors and tiny funds use the same ideas as venture funds, but their smaller scale affects the calculations. If a company can support its growth through exit on less than $2M in angel financing, it must have $25M in revenues before large companies will consider acquiring it.
Aiming for Hypergrowth
A startup's size isn't enough. It must expand fast.
Developing a great business takes time. Complex technology must be constructed and tested, a nationwide expansion must be built, or production procedures must go from lab to pilot to factories. These can be enormous, world-changing corporations, but venture investment is difficult.
The normal 10-year venture fund life. Investments are made during first 3–4 years.. 610 years pass between investment and fund dissolution. Funds need their investments to exit within 5 years, 7 at the most, therefore add a safety margin.
Longer exit times reduce ROI. A 2-fold return in a year is excellent. Loss at 2x in 7 years.
Lastly, VCs must prove success to raise their next capital. The 2nd fund is raised from 1st fund portfolio increases. Third fund is raised using 1st fund's cash return. Fund managers must raise new money quickly to keep their jobs.
Branding or technology that is protected
No big firm will buy a startup at a high price if they can produce a competing product for less. Their development teams, consumer base, and sales and marketing channels are large. Who needs you?
Patents, specialist knowledge, or brand name are the only answers. The acquirer buys this, not the thing.
I've heard of several promising startups. It's not a decent investment if there's no exit strategy.
A company that installs EV charging stations in apartments and shopping areas is an example. It's profitable, repeatable, and big. A terrific company. Not a startup.
This building company's operations aren't secret. No technology to protect, no special information competitors can't figure out, no go-to brand name. Despite the immense possibilities, a large construction company would be better off starting their own.
Most venture businesses build products, not services. Services can be profitable but hard to safeguard.
Probable purchase at high multiple
Once a software business proves its value, acquiring it is easy. Pharma and medtech firms have given up on their own research and instead acquire startups after regulatory permission. Many startups, especially in specialized areas, have this weakness.
That doesn't mean any lucrative $25M-plus business won't be acquired. In many businesses, the venture model requires a high exit premium.
A startup invents a new glue. 3M, BASF, Henkel, and others may buy them. Adding more adhesive to their catalogs won't boost commerce. They won't compete to buy the business. They'll only buy a startup at a profitable price. The acquisition price represents a moderate EBITDA multiple.
The company's $100M revenue presumably yields $10m in profits (assuming they’ve reached profitability at all). A $30M-$50M transaction is likely. Not terrible, but not what venture investors want after investing $25M to create a plant and develop the business.
Private equity buys profitable companies for a moderate profit multiple. It's a good exit for entrepreneurs, but not for investors seeking 10x or more what PE firms pay. If a startup offers private equity as an exit, the conversation is over.
Constructed for purchase
The startup wants a high-multiple exit. Unless the company targets $1B in revenue and does an IPO, exit means acquisition.
If they're constructing the business for acquisition or themselves, founders must decide.
If you want an indefinitely-running business, I applaud you. We need more long-term founders. Most successful organizations are founded around consumer demands, not venture capital's urge to grow fast and exit. Not venture funding.
if you don't match the venture model, what to do
VC funds moonshots. The 10% that succeed are extraordinary. Not every firm is a rocketship, and launching the wrong startup into space, even with money, will explode.
But just because your startup won't make $100M in 5 years doesn't mean it's a bad business. Most successful companies don't follow this model. It's not venture capital-friendly.
Although venture capital gets the most attention due to a few spectacular triumphs (and disasters), it's not the only or even most typical option to fund a firm.
Other ways to support your startup:
Personal and family resources, such as credit cards, second mortgages, and lines of credit
bootstrapping off of sales
government funding and honors
Private equity & project financing
collaborating with a big business
Including a business partner
Before pitching angels and VCs, be sure your startup qualifies. If so, include them in your pitch.

Davlin Knight
3 years ago
2 pitfalls to stay away from when launching a YouTube channel
You do not want to miss these
Stop! Stop it! Two things to avoid when starting a YouTube channel. Critical. Possible channel-killers Its future revenue.
I'll tell you now, so don't say "I wish I knew."
The Notorious Copyright Allegation
My YouTube channel received a copyright claim before I sold it. This claim was on a one-minute video I thought I'd changed enough to make mine, but the original owner disagreed.
It cost me thousands in ad revenue. Original owner got the profits.
Well, it wasn't your video, you say.
Touché.
I've learned. Sorta
I couldn't stop looking at the video's views. The video got 1,000,000 views without any revenue. I made 4 more similar videos.
If they didn't get copyrighted, I'd be rolling in dough.
You've spent a week editing and are uploading to YouTube. You're thrilled as you stand and stretch your back. You see the video just before publishing.
No way!
The red exclamation point on checks.
Copyright claim!
YouTube lets you publish, but you won't make money.
Sounds fair? Well, it is.
Copyright claims mean you stole someone's work. Song, image, or video clip.
We wouldn't want our content used for money.
The only problem with this is that almost everything belongs to someone else. I doubt some of the biggest creators are sitting down and making their music for their videos. That just seems really excessive when you could make a quick search on YouTube and download a song (I definitely don’t do this because that would be stealing).
So how do you defeat a copyright defense?
Even copyright-free songs on YouTube aren't guaranteed. Some copyrighted songs claim to be free.
Use YouTube's free music library or pay for a subscription to adobe stock, epidemic sound, or artlist.io.
Most of my videos have Nintendo music. Almost all game soundtracks are copyright-free and offer a variety of songs.
Restriction on age
Age restrictions are a must-avoid. A channel dies.
YouTube never suggests age-restricted videos.
Shadow banning means YouTube hides your content from subscribers and non-subscribers.
Keeping your channel family-friendly can help.
I hear you complaining that your channel isn't for kids. I agree. Not everyone has a clean mouth or creates content for minors.
YouTube has changed rapidly in recent years. Focusing on kids. Fewer big creators are using profanity or explicit content in videos. Not YouTube-worthy.
Youtube wants to be family-friendly. A family-friendly movie. It won't promote illegal content. Yes, it allows profanity.
Do I recommend avoiding no-no words in videos? Never. Okay. YouTube's policies are shaky. YouTube uses video content to determine ad suitability.
No joke. If you're serious about becoming a content creator, avoid profanity and inappropriate topics.
If your channel covers 18+ topics, like crime or commentary, censor as much as possible.
YouTube can be like walking on eggshells. You never know what is gonna upset the boss. So play it safe and try to avoid getting on their bad side.
Mr. Beast, Dream, Markplier, Faze Rug, and PewDewPie are popular creators. They maintain it family-friendly while entertaining fans.
You got this.
