More on Web3 & Crypto
:max_bytes(150000):strip_icc():gifv():format(webp)/reiff_headshot-5bfc2a60c9e77c00519a70bd.jpg)
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.

Caleb Naysmith
3 years ago Draft
A Myth: Decentralization
It’s simply not conceivable, or at least not credible.
One of the most touted selling points of Crypto has always been this grandiose idea of decentralization. Bitcoin first arose in 2009 after the housing crisis and subsequent crash that came with it. It aimed to solve this supposed issue of centralization. Nobody “owns” Bitcoin in theory, so the idea then goes that it won’t be subject to the same downfalls that led to the 2008 crash or similarly speculative events that led to the 2008 disaster. The issue is the banks, not the human nature associated with the greedy individuals running them.
Subsequent blockchains have attempted to fix many of the issues of Bitcoin by increasing capacity, decreasing the costs and processing times associated with Bitcoin, and expanding what can be done with their blockchains. Since nobody owns Bitcoin, it hasn’t really been able to be expanded on. You have people like Vitalk Buterin, however, that actively work on Ethereum though.
The leap from Bitcoin to Ethereum was a massive leap toward centralization, and the trend has only gotten worse. In fact, crypto has since become almost exclusively centralized in recent years.
Decentralization is only good in theory
It’s a good idea. In fact, it’s a wonderful idea. However, like other utopian societies, individuals misjudge human nature and greed. In a perfect world, decentralization would certainly be a wonderful idea because sure, people may function as their own banks, move payments immediately, remain anonymous, and so on. However, underneath this are a couple issues:
You can already send money instantaneously today.
They are not decentralized.
Decentralization is a bad idea.
Being your own bank is a stupid move.
Let’s break these down. Some are quite simple, but lets have a look.
Sending money right away
One thing with crypto is the idea that you can send payments instantly. This has pretty much been entirely solved in current times. You can transmit significant sums of money instantly for a nominal cost and it’s instantaneously cleared. Venmo was launched in 2009 and has since increased to prominence, and currently is on most people's phones. I can directly send ANY amount of money quickly from my bank to another person's Venmo account.
Comparing that with ETH and Bitcoin, Venmo wins all around. I can send money to someone for free instantly in dollars and the only fee paid is optional depending on when you want it.
Both Bitcoin and Ethereum are subject to demand. If the blockchains have a lot of people trying to process transactions fee’s go up, and the time that it takes to receive your crypto takes longer. When Ethereum gets bad, people have reported spending several thousand of dollars on just 1 transaction.
These transactions take place via “miners” bundling and confirming transactions, then recording them on the blockchain to confirm that the transaction did indeed happen. They charge fees to do this and are also paid in Bitcoin/ETH. When a transaction is confirmed, it's then sent to the other users wallet. This within itself is subject to lots of controversy because each transaction needs to be confirmed 6 times, this takes massive amounts of power, and most of the power is wasted because this is an adversarial system in which the person that mines the transaction gets paid, and everyone else is out of luck. Also, these could theoretically be subject to a “51% attack” in which anyone with over 51% of the mining hash rate could effectively control all of the transactions, and reverse transactions while keeping the BTC resulting in “double spending”.
There are tons of other issues with this, but essentially it means: They rely on these third parties to confirm the transactions. Without people confirming these transactions, Bitcoin stalls completely, and if anyone becomes too dominant they can effectively control bitcoin.
Not to mention, these transactions are in Bitcoin and ETH, not dollars. So, you need to convert them to dollars still, and that's several more transactions, and likely to take several days anyway as the centralized exchange needs to send you the money by traditional methods.
They are not distributed
That takes me to the following point. This isn’t decentralized, at all. Bitcoin is the closest it gets because Satoshi basically closed it to new upgrades, although its still subject to:
Whales
Miners
It’s vital to realize that these are often the same folks. While whales aren’t centralized entities typically, they can considerably effect the price and outcome of Bitcoin. If the largest wallets holding as much as 1 million BTC were to sell, it’d effectively collapse the price perhaps beyond repair. However, Bitcoin can and is pretty much controlled by the miners. Further, Bitcoin is more like an oligarchy than decentralized. It’s been effectively used to make the rich richer, and both the mining and price is impacted by the rich. The overwhelming minority of those actually using it are retail investors. The retail investors are basically never the ones generating money from it either.
As far as ETH and other cryptos go, there is realistically 0 case for them being decentralized. Vitalik could not only kill it but even walking away from it would likely lead to a significant decline. It has tons of issues right now that Vitalik has promised to fix with the eventual Ethereum 2.0., and stepping away from it wouldn’t help.
Most tokens as well are generally tied to some promise of future developments and creators. The same is true for most NFT projects. The reason 99% of crypto and NFT projects fail is because they failed to deliver on various promises or bad dev teams, or poor innovation, or the founders just straight up stole from everyone. I could go more in-depth than this but go find any project and if there is a dev team, company, or person tied to it then it's likely, not decentralized. The success of that project is directly tied to the dev team, and if they wanted to, most hold large wallets and could sell it all off effectively killing the project. Not to mention, any crypto project that doesn’t have a locked contract can 100% be completely rugged and they can run off with all of the money.
Decentralization is undesirable
Even if they were decentralized then it would not be a good thing. The graphic above indicates this is effectively a rich person’s unregulated playground… so it’s exactly like… the very issue it tried to solve?
Not to mention, it’s supposedly meant to prevent things like 2008, but is regularly subjected to 50–90% drawdowns in value? Back when Bitcoin was only known in niche parts of the dark web and illegal markets, it would regularly drop as much as 90% and has a long history of massive drawdowns.
The majority of crypto is blatant scams, and ALL of crypto is a “zero” or “negative” sum game in that it relies on the next person buying for people to make money. This is not a good thing. This has yet to solve any issues around what caused the 2008 crisis. Rather, it seemingly amplified all of the bad parts of it actually. Crypto is the ultimate speculative asset and realistically has no valuation metric. People invest in Apple because it has revenue and cash on hand. People invest in crypto purely for speculation. The lack of regulation or accountability means this is amplified to the most extreme degree where anything goes: Fraud, deception, pump and dumps, scams, etc. This results in a pure speculative madhouse where, unsurprisingly, only the rich win. Not only that but the deck is massively stacked in against the everyday investor because you can’t do a pump and dump without money.
At the heart of all of this is still the same issues: greed and human nature. However, in setting out to solve the issues that allowed 2008 to happen, they made something that literally took all of the bad parts of 2008 and then amplified it. 2008, similarly, was due to greed and human nature but was allowed to happen due to lack of oversite, rich people's excessive leverage over the poor, and excessive speculation. Crypto trades SOLELY on human emotion, has 0 oversite, is pure speculation, and the power dynamic is just as bad or worse.
Why should each individual be their own bank?
This is the last one, and it's short and basic. Why do we want people functioning as their own bank? Everything we do relies on another person. Without the internet, and internet providers there is no crypto. We don’t have people functioning as their own home and car manufacturers or internet service providers. Sure, you might specialize in some of these things, but masquerading as your own bank is a horrible idea.
I am not in the banking industry so I don’t know all the issues with banking. Most people aren’t in banking or crypto, so they don’t know the ENDLESS scams associated with it, and they are bound to lose their money eventually.
If you appreciate this article and want to read more from me and authors like me, without any limits, consider buying me a coffee: buymeacoffee.com/calebnaysmith
You might also like

Adrien Book
3 years ago
What is Vitalik Buterin's newest concept, the Soulbound NFT?
Decentralizing Web3's soul
Our tech must reflect our non-transactional connections. Web3 arose from a lack of social links. It must strengthen these linkages to get widespread adoption. Soulbound NFTs help.
This NFT creates digital proofs of our social ties. It embodies G. Simmel's idea of identity, in which individuality emerges from social groups, just as social groups evolve from people.
It's multipurpose. First, gather online our distinctive social features. Second, highlight and categorize social relationships between entities and people to create a spiderweb of networks.
1. 🌐 Reducing online manipulation: Only socially rich or respectable crypto wallets can participate in projects, ensuring that no one can create several wallets to influence decentralized project governance.
2. 🤝 Improving social links: Some sectors of society lack social context. Racism, sexism, and homophobia do that. Public wallets can help identify and connect distinct social groupings.
3. 👩❤️💋👨 Increasing pluralism: Soulbound tokens can ensure that socially connected wallets have less voting power online to increase pluralism. We can also overweight a minority of numerous voices.
4. 💰Making more informed decisions: Taking out an insurance policy requires a life review. Why not loans? Character isn't limited by income, and many people need a chance.
5. 🎶 Finding a community: Soulbound tokens are accessible to everyone. This means we can find people who are like us but also different. This is probably rare among your friends and family.
NFTs are dangerous, and I don't like them. Social credit score, privacy, lost wallet. We must stay informed and keep talking to innovators.
E. Glen Weyl, Puja Ohlhaver and Vitalik Buterin get all the credit for these ideas, having written the very accessible white paper “Decentralized Society: Finding Web3’s Soul”.

Victoria Kurichenko
3 years ago
My Blog Is in Google's Top 10—Here's How to Compete
"Competition" is beautiful and hateful.
Some people bury their dreams because they are afraid of competition. Others challenge themselves, shaping our world.
Competition is normal.
It spurs innovation and progress.
I wish more people agreed.
As a marketer, content writer, and solopreneur, my readers often ask:
"I want to create a niche website, but I have no ideas. Everything's done"
"Is a website worthwhile?"
I can't count how many times I said, "Yes, it makes sense, and you can succeed in a competitive market."
I encourage and share examples, but it's not enough to overcome competition anxiety.
I launched an SEO writing website for content creators a year ago, knowing it wouldn't beat Ahrefs, Semrush, Backlinko, etc.
Not needed.
Many of my website's pages rank highly on Google.
Everyone can eat the pie.
In a competitive niche, I took a different approach.
Look farther
When chatting with bloggers that want a website, I discovered something fascinating.
They want to launch a website but have no ideas. As a next step, they start listing the interests they believe they should work on, like wellness, lifestyle, investments, etc. I could keep going.
Too many generalists who claim to know everything confuse many.
Generalists aren't trusted.
We want someone to fix our problems immediately.
I don't think broad-spectrum experts are undervalued. People have many demands that go beyond generalists' work. Narrow-niche experts can help.
I've done SEO for three years. I learned from experts and courses. I couldn't find a comprehensive SEO writing resource.
I read tons of articles before realizing that wasn't it. I took courses that covered SEO basics eventually.
I had a demand for learning SEO writing, but there was no solution on the market. My website fills this micro-niche.
Have you ever had trouble online?
Professional courses too general, boring, etc.?
You've bought off-topic books, right?
You're not alone.
Niche ideas!
Big players often disregard new opportunities. Too small. Individual content creators can succeed here.
In a competitive market:
Never choose wide subjects
Think about issues you can relate to and have direct experience with.
Be a consumer to discover both the positive and negative aspects of a good or service.
Merchandise your annoyances.
Consider ways to transform your frustrations into opportunities.
The right niche is half-success. Here is what else I did to hit the Google front page with my website.
An innovative method for choosing subjects
Why publish on social media and websites?
Want likes, shares, followers, or fame?
Some people do it for fun. No judgment.
I bet you want more.
You want to make decent money from blogging.
Writing about random topics, even if they are related to your niche, won’t help you attract an audience from organic search. I'm a marketer and writer.
I worked at companies with dead blogs because they posted for themselves, not readers. They did not follow SEO writing rules; that’s why most of their content flopped.
I learned these hard lessons and grew my website from 0 to 3,000+ visitors per month while working on it a few hours a week only. Evidence:
I choose website topics using these criteria:
- Business potential. The information should benefit my audience and generate revenue. There would be no use in having it otherwise.
My topics should help me:
Attract organic search traffic with my "fluff-free" content -> Subscribers > SEO ebook sales.
Simple and effective.
- traffic on search engines. The number of monthly searches reveals how popular my topic is all across the world. If I find that no one is interested in my suggested topic, I don't write a blog article.
- Competition. Every search term is up against rivals. Some are more popular (thus competitive) since more websites target them in organic search. A new website won't score highly for keywords that are too competitive. On the other side, keywords with moderate to light competition can help you rank higher on Google more quickly.
- Search purpose. The "why" underlying users' search requests is revealed. I analyze search intent to understand what users need when they plug various queries in the search bar and what content can perfectly meet their needs.
My specialty website produces money, ranks well, and attracts the target audience because I handpick high-traffic themes.
Following these guidelines, even a new website can stand out.
I wrote a 50-page SEO writing guide where I detailed topic selection and share my front-page Google strategy.
My guide can help you run a successful niche website.
In summary
You're not late to the niche-website party.
The Internet offers many untapped opportunities.
We need new solutions and are willing to listen.
There are unexplored niches in any topic.
Don't fight giants. They have their piece of the pie. They might overlook new opportunities while trying to keep that piece of the pie. You should act now.

Mike Tarullo
3 years ago
Even In a Crazy Market, Hire the Best People: The "First Ten" Rules
Hiring is difficult, but you shouldn't compromise on team members. Or it may suggest you need to look beyond years in a similar role/function.
Every hire should be someone we'd want as one of our first ten employees.
If you hire such people, your team will adapt, initiate, and problem-solve, and your company will grow. You'll stay nimble even as you scale, and you'll learn from your colleagues.
If you only hire for a specific role or someone who can execute the job, you'll become a cluster of optimizers, and talent will depart for a more fascinating company. A startup is continually changing, therefore you want individuals that embrace it.
As a leader, establishing ideal conditions for talent and having a real ideology should be high on your agenda. You can't eliminate attrition, nor would you want to, but you can hire people who will become your company's leaders.
In my last four jobs I was employee 2, 5, 3, and 5. So while this is all a bit self serving, you’re the one reading my writing — and I have some experience with who works out in the first ten!
First, we'll examine what they do well (and why they're beneficial for startups), then what they don't, and how to hire them.
First 10 are:
Business partners: Because it's their company, they take care of whatever has to be done and have ideas about how to do it. You can rely on them to always put the success of the firm first because it is their top priority (company success is strongly connected with success for early workers). This approach will eventually take someone to leadership positions.
High Speed Learners: They process knowledge quickly and can reach 80%+ competency in a new subject matter rather quickly. A growing business that is successful tries new things frequently. We have all lost a lot of money and time on employees who follow the wrong playbook or who wait for someone else within the company to take care of them.
Autodidacts learn by trial and error, osmosis, networking with others, applying first principles, and reading voraciously (articles, newsletters, books, and even social media). Although teaching is wonderful, you won't have time.
Self-scaling: They figure out a means to deal with issues and avoid doing the grunt labor over the long haul, increasing their leverage. Great people don't keep doing the same thing forever; as they expand, they use automation and delegation to fill in their lower branches. This is a crucial one; even though you'll still adore them, you'll have to manage their scope or help them learn how to scale on their own.
Free Range: You can direct them toward objectives rather than specific chores. Check-ins can be used to keep them generally on course without stifling invention instead of giving them precise instructions because doing so will obscure their light.
When people are inspired, they bring their own ideas about what a firm can be and become animated during discussions about how to get there.
Novelty Seeking: They look for business and personal growth chances. Give them fresh assignments and new directions to follow around once every three months.
Here’s what the First Ten types may not be:
Domain specialists. When you look at their resumes, you'll almost certainly think they're unqualified. Fortunately, a few strategically positioned experts may empower a number of First Ten types by serving on a leadership team or in advising capacities.
Balanced. These people become very invested, and they may be vulnerable to many types of stress. You may need to assist them in managing their own stress and coaching them through obstacles. If you are reading this and work at Banza, I apologize for not doing a better job of supporting this. I need to be better at it.
Able to handle micromanagement with ease. People who like to be in charge will suppress these people. Good decision-making should be delegated to competent individuals. Generally speaking, if you wish to scale.
Great startup team members have versatility, learning, innovation, and energy. When we hire for the function, not the person, we become dull and staid. Could this person go to another department if needed? Could they expand two levels in a few years?
First Ten qualities and experience level may have a weak inverse association. People with 20+ years of experience who had worked at larger organizations wanted to try something new and had a growth mentality. College graduates may want to be told what to do and how to accomplish it so they can stay in their lane and do what their management asks.
Does the First Ten archetype sound right for your org? Cool, let’s go hiring. How will you know when you’ve found one?
They exhibit adaptive excellence, excelling at a variety of unrelated tasks. It could be hobbies or professional talents. This suggests that they will succeed in the next several endeavors they pursue.
Successful risk-taking is doing something that wasn't certain to succeed, sometimes more than once, and making it do so. It's an attitude.
Rapid Rise: They regularly change roles and get promoted. However, they don't leave companies when the going gets tough. Look for promotions at every stop and at least one position with three or more years of experience.
You can ask them:
Tell me about a time when you started from scratch or achieved success. What occurred en route? You might request a variety of tales from various occupations or even aspects of life. They ought to be energized by this.
What new skills have you just acquired? It is not required to be work-related. They must be able to describe it and unintentionally become enthusiastic about it.
Tell me about a moment when you encountered a challenge and had to alter your strategy. The core of a startup is reinventing itself when faced with obstacles.
Tell me about a moment when you eliminated yourself from a position at work. They've demonstrated they can permanently solve one issue and develop into a new one, as stated above.
Why do you want to leave X position or Y duty? These people ought to be moving forward, not backward, all the time. Instead, they will discuss what they are looking forward to visiting your location.
Any questions? Due to their inherent curiosity and desire to learn new things, they should practically never run out of questions. You can really tell if they are sufficiently curious at this point.
People who see their success as being the same as the success of the organization are the best-case team members, in any market. They’ll grow and change with the company, and always try to prioritize what matters. You’ll find yourself more energized by your work because you’re surrounded by others who are as well. Happy teambuilding!