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.
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
Protos
3 years ago
StableGains lost $42M in Anchor Protocol.
StableGains lost millions of dollars in customer funds in Anchor Protocol without telling its users. The Anchor Protocol offered depositors 19-20% APY before its parent ecosystem, Terra LUNA, lost tens of billions of dollars in market capitalization as LUNA fell below $0.01 and its stablecoin (UST) collapsed.
A Terra Research Forum member raised the alarm. StableGains changed its homepage and Terms and Conditions to reflect how it mitigates risk, a tacit admission that it should have done so from the start.
StableGains raised $600,000 in YCombinator's W22 batch. Moonfire, Broom Ventures, and Goodwater Capital invested $3 million more.
StableGains' 15% yield product attracted $42 million in deposits. StableGains kept most of its deposits in Anchor's UST pool earning 19-20% APY, kept one-quarter of the interest as a management fee, and then gave customers their promised 15% APY. It lost almost all customer funds when UST melted down. It changed withdrawal times, hurting customers.
- StableGains said de-pegging was unlikely. According to its website, 1 UST can be bought and sold for $1 of LUNA. LUNA became worthless, and Terra shut down its blockchain.
- It promised to diversify assets across several stablecoins to reduce the risk of one losing its $1 peg, but instead kept almost all of them in one basket.
- StableGains promised withdrawals in three business days, even if a stablecoin needed time to regain its peg. StableGains uses Coinbase for deposits and withdrawals, and customers receive the exact amount of USDC requested.
StableGains scrubs its website squeaky clean
StableGains later edited its website to say it only uses the "most trusted and tested stablecoins" and extended withdrawal times from three days to indefinite time "in extreme cases."
Previously, USDC, TerraUST (UST), and Dai were used (DAI). StableGains changed UST-related website content after the meltdown. It also removed most references to DAI.
Customers noticed a new clause in the Terms and Conditions denying StableGains liability for withdrawal losses. This new clause would have required customers to agree not to sue before withdrawing funds, avoiding a class-action lawsuit.
Customers must sign a waiver to receive a refund.
Erickson Kramer & Osborne law firm has asked StableGains to preserve all internal documents on customer accounts, marketing, and TerraUSD communications. The firm has not yet filed a lawsuit.
Thousands of StableGains customers lost an estimated $42 million.
Celsius Network customers also affected
CEL used Terra LUNA's Anchor Protocol. Celsius users lost money in the crypto market crash and UST meltdown. Many held CEL and LUNA as yielding deposits.
CEO Alex Mashinsky accused "unknown malefactors" of targeting Celsius Network without evidence. Celsius has not publicly investigated this claim as of this article's publication.
CEL fell before UST de-pegged. On June 2, 2021, it reached $8.01. May 19's close: $0.82.
When some Celsius Network users threatened to leave over token losses, Mashinsky replied, "Leave if you don't think I'm sincere and working harder than you, seven days a week."
Celsius Network withdrew $500 million from Anchor Protocol, but smaller holders had trouble.
Read original article here
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Jano le Roux
3 years ago
Here's What I Learned After 30 Days Analyzing Apple's Microcopy
Move people with tiny words.
Apple fanboy here.
Macs are awesome.
Their iPhones rock.
$19 cloths are great.
$999 stands are amazing.
I love Apple's microcopy even more.
It's like the marketing goddess bit into the Apple logo and blessed the world with microcopy.
I took on a 30-day micro-stalking mission.
Every time I caught myself wasting time on YouTube, I had to visit Apple’s website to learn the secrets of the marketing goddess herself.
We've learned. Golden apples are calling.
Cut the friction
Benefit-first, not commitment-first.
Brands lose customers through friction.
Most brands don't think like customers.
Brands want sales.
Brands want newsletter signups.
Here's their microcopy:
“Buy it now.”
“Sign up for our newsletter.”
Both are difficult. They ask for big commitments.
People are simple creatures. Want pleasure without commitment.
Apple nails this.
So, instead of highlighting the commitment, they highlight the benefit of the commitment.
Saving on the latest iPhone sounds easier than buying it. Everyone saves, but not everyone buys.
A subtle change in framing reduces friction.
Apple eliminates customer objections to reduce friction.
Less customer friction means simpler processes.
Apple's copy expertly reassures customers about shipping fees and not being home. Apple assures customers that returning faulty products is easy.
Apple knows that talking to a real person is the best way to reduce friction and improve their copy.
Always rhyme
Learn about fine rhyme.
Poets make things beautiful with rhyme.
Copywriters use rhyme to stand out.
Apple’s copywriters have mastered the art of corporate rhyme.
Two techniques are used.
1. Perfect rhyme
Here, rhymes are identical.
2. Imperfect rhyme
Here, rhyming sounds vary.
Apple prioritizes meaning over rhyme.
Apple never forces rhymes that don't fit.
It fits so well that the copy seems accidental.
Add alliteration
Alliteration always entertains.
Alliteration repeats initial sounds in nearby words.
Apple's copy uses alliteration like no other brand I've seen to create a rhyming effect or make the text more fun to read.
For example, in the sentence "Sam saw seven swans swimming," the initial "s" sound is repeated five times. This creates a pleasing rhythm.
Microcopy overuse is like pouring ketchup on a Michelin-star meal.
Alliteration creates a memorable phrase in copywriting. It's subtler than rhyme, and most people wouldn't notice; it simply resonates.
I love how Apple uses alliteration and contrast between "wonders" and "ease".
Assonance, or repeating vowels, isn't Apple's thing.
You ≠ Hero, Customer = Hero
Your brand shouldn't be the hero.
Because they'll be using your product or service, your customer should be the hero of your copywriting. With your help, they should feel like they can achieve their goals.
I love how Apple emphasizes what you can do with the machine in this microcopy.
It's divine how they position their tools as sidekicks to help below.
This one takes the cake:
Dialogue-style writing
Conversational copy engages.
Excellent copy Like sharing gum with a friend.
This helps build audience trust.
Apple does this by using natural connecting words like "so" and phrases like "But that's not all."
Snowclone-proof
The mother of all microcopy techniques.
A snowclone uses an existing phrase or sentence to create a new one. The new phrase or sentence uses the same structure but different words.
It’s usually a well know saying like:
To be or not to be.
This becomes a formula:
To _ or not to _.
Copywriters fill in the blanks with cause-related words. Example:
To click or not to click.
Apple turns "survival of the fittest" into "arrival of the fittest."
It's unexpected and surprises the reader.
So this was fun.
But my fun has just begun.
Microcopy is 21st-century poetry.
I came as an Apple fanboy.
I leave as an Apple fanatic.
Now I’m off to find an apple tree.
Cause you know how it goes.
(Apples, trees, etc.)
This post is a summary. Original post available here.
Duane Michael
2 years ago
Don't Fall Behind: 7 Subjects You Must Understand to Keep Up with Technology
As technology develops, you should stay up to date
You don't want to fall behind, do you? This post covers 7 tech-related things you should know.
You'll learn how to operate your computer (and other electronic devices) like an expert and how to leverage the Internet and social media to create your brand and business. Read on to stay relevant in today's tech-driven environment.
You must learn how to code.
Future-language is coding. It's how we and computers talk. Learn coding to keep ahead.
Try Codecademy or Code School. There are also numerous free courses like Coursera or Udacity, but they take a long time and aren't necessarily self-paced, so it can be challenging to find the time.
Artificial intelligence (AI) will transform all jobs.
Our skillsets must adapt with technology. AI is a must-know topic. AI will revolutionize every employment due to advances in machine learning.
Here are seven AI subjects you must know.
What is artificial intelligence?
How does artificial intelligence work?
What are some examples of AI applications?
How can I use artificial intelligence in my day-to-day life?
What jobs have a high chance of being replaced by artificial intelligence and how can I prepare for this?
Can machines replace humans? What would happen if they did?
How can we manage the social impact of artificial intelligence and automation on human society and individual people?
Blockchain Is Changing the Future
Few of us know how Bitcoin and blockchain technology function or what impact they will have on our lives. Blockchain offers safe, transparent, tamper-proof transactions.
It may alter everything from business to voting. Seven must-know blockchain topics:
Describe blockchain.
How does the blockchain function?
What advantages does blockchain offer?
What possible uses for blockchain are there?
What are the dangers of blockchain technology?
What are my options for using blockchain technology?
What does blockchain technology's future hold?
Cryptocurrencies are here to stay
Cryptocurrencies employ cryptography to safeguard transactions and manage unit creation. Decentralized cryptocurrencies aren't controlled by governments or financial institutions.
Bitcoin, the first cryptocurrency, was launched in 2009. Cryptocurrencies can be bought and sold on decentralized exchanges.
Bitcoin is here to stay.
Bitcoin isn't a fad, despite what some say. Since 2009, Bitcoin's popularity has grown. Bitcoin is worth learning about now. Since 2009, Bitcoin has developed steadily.
With other cryptocurrencies emerging, many people are wondering if Bitcoin still has a bright future. Curiosity is natural. Millions of individuals hope their Bitcoin investments will pay off since they're popular now.
Thankfully, they will. Bitcoin is still running strong a decade after its birth. Here's why.
The Internet of Things (IoT) is no longer just a trendy term.
IoT consists of internet-connected physical items. These items can share data. IoT is young but developing fast.
20 billion IoT-connected devices are expected by 2023. So much data! All IT teams must keep up with quickly expanding technologies. Four must-know IoT topics:
Recognize the fundamentals: Priorities first! Before diving into more technical lingo, you should have a fundamental understanding of what an IoT system is. Before exploring how something works, it's crucial to understand what you're working with.
Recognize Security: Security does not stand still, even as technology advances at a dizzying pace. As IT professionals, it is our duty to be aware of the ways in which our systems are susceptible to intrusion and to ensure that the necessary precautions are taken to protect them.
Be able to discuss cloud computing: The cloud has seen various modifications over the past several years once again. The use of cloud computing is also continually changing. Knowing what kind of cloud computing your firm or clients utilize will enable you to make the appropriate recommendations.
Bring Your Own Device (BYOD)/Mobile Device Management (MDM) is a topic worth discussing (MDM). The ability of BYOD and MDM rules to lower expenses while boosting productivity among employees who use these services responsibly is a major factor in their continued growth in popularity.
IoT Security is key
As more gadgets connect, they must be secure. IoT security includes securing devices and encrypting data. Seven IoT security must-knows:
fundamental security ideas
Authorization and identification
Cryptography
electronic certificates
electronic signatures
Private key encryption
Public key encryption
Final Thoughts
With so much going on in the globe, it can be hard to stay up with technology. We've produced a list of seven tech must-knows.
Monroe Mayfield
2 years ago
CES 2023: A Third Look At Upcoming Trends
Las Vegas hosted CES 2023. This third and last look at CES 2023 previews upcoming consumer electronics trends that will be crucial for market share.
Definitely start with ICT. Qualcomm CEO Cristiano Amon spoke to CNBC from Las Vegas on China's crackdown and the company's automated driving systems for electric vehicles (EV). The business showed a concept car and its latest Snapdragon processor designs, which offer expanded digital interactions through SalesForce-partnered CRM platforms.
Electrification is reviving Michigan's automobile industry. Michigan Local News reports that $14 billion in EV and battery manufacturing investments will benefit the state. The report also revealed that the Strategic Outreach and Attraction Reserve (SOAR) fund had generated roughly $1 billion for the state's automotive sector.
Ars Technica is great for technology, society, and the future. After CES 2023, Jonathan M. Gitlin published How many electric car chargers are enough? Read about EV charging network issues and infrastructure spending. Politics aside, rapid technological advances enable EV charging network expansion in American cities and abroad.
Finally, the UNEP's The Future of Electric Vehicles and Material Resources: A Foresight Brief. Understanding how lithium-ion batteries will affect EV sales is crucial. Climate change affects EVs in various ways, but electrification and mining trends stand out because more EVs demand more energy-intensive metals and rare earths. Areas & Producers has been publishing my electrification and mining trends articles. Follow me if you wish to write for the publication.
The Weekend Brief (TWB) will routinely cover tech, industrials, and global commodities in global markets, including stock markets. Read more about the future of key areas and critical producers of the global economy in Areas & Producers.