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Scott Hickmann

Scott Hickmann

3 years ago

Welcome

Welcome to Integrity's Web3 community!

More on Web3 & Crypto

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.

Olga Kharif

3 years ago

A month after freezing customer withdrawals, Celsius files for bankruptcy.

Alex Mashinsky, CEO of Celsius, speaks at Web Summit 2021 in Lisbon. 

Celsius Network filed for Chapter 11 bankruptcy a month after freezing customer withdrawals, joining other crypto casualties.

Celsius took the step to stabilize its business and restructure for all stakeholders. The filing was done in the Southern District of New York.

The company, which amassed more than $20 billion by offering 18% interest on cryptocurrency deposits, paused withdrawals and other functions in mid-June, citing "extreme market conditions."

As the Fed raises interest rates aggressively, it hurts risk sentiment and squeezes funding costs. Voyager Digital Ltd. filed for Chapter 11 bankruptcy this month, and Three Arrows Capital has called in liquidators.

Celsius called the pause "difficult but necessary." Without the halt, "the acceleration of withdrawals would have allowed certain customers to be paid in full while leaving others to wait for Celsius to harvest value from illiquid or longer-term asset deployment activities," it said.

Celsius declined to comment. CEO Alex Mashinsky said the move will strengthen the company's future.

The company wants to keep operating. It's not requesting permission to allow customer withdrawals right now; Chapter 11 will handle customer claims. The filing estimates assets and liabilities between $1 billion and $10 billion.

Celsius is advised by Kirkland & Ellis, Centerview Partners, and Alvarez & Marsal.

Yield-promises

Celsius promised 18% returns on crypto loans. It lent those coins to institutional investors and participated in decentralized-finance apps.

When TerraUSD (UST) and Luna collapsed in May, Celsius pulled its funds from Terra's Anchor Protocol, which offered 20% returns on UST deposits. Recently, another large holding, staked ETH, or stETH, which is tied to Ether, became illiquid and discounted to Ether.

The lender is one of many crypto companies hurt by risky bets in the bear market. Also, Babel halted withdrawals. Voyager Digital filed for bankruptcy, and crypto hedge fund Three Arrows Capital filed for Chapter 15 bankruptcy.

According to blockchain data and tracker Zapper, Celsius repaid all of its debt in Aave, Compound, and MakerDAO last month.

Celsius charged Symbolic Capital Partners Ltd. 2,000 Ether as collateral for a cash loan on June 13. According to company filings, Symbolic was charged 2,545.25 Ether on June 11.

In July 6 filings, it said it reshuffled its board, appointing two new members and firing others.

Marco Manoppo

Marco Manoppo

2 years ago

Failures of DCG and Genesis

Don't sleep with your own sister.

70% of lottery winners go broke within five years. You've heard the last one. People who got rich quickly without setbacks and hard work often lose it all. My father said, "Easy money is easily lost," and a wealthy friend who owns a family office said, "The first generation makes it, the second generation spends it, and the third generation blows it."

This is evident. Corrupt politicians in developing countries live lavishly, buying their third wives' fifth Hermès bag and celebrating New Year's at The Brando Resort. A successful businessperson from humble beginnings is more conservative with money. More so if they're atom-based, not bit-based. They value money.

Crypto can "feel" easy. I have nothing against capital market investing. The global financial system is shady, but that's another topic. The problem started when those who took advantage of easy money started affecting other businesses. VCs did minimal due diligence on FTX because they needed deal flow and returns for their LPs. Lenders did minimum diligence and underwrote ludicrous loans to 3AC because they needed revenue.

Alameda (hence FTX) and 3AC made "easy money" Genesis and DCG aren't. Their businesses are more conventional, but they underestimated how "easy money" can hurt them.

Genesis has been the victim of easy money hubris and insolvency, losing $1 billion+ to 3AC and $200M to FTX. We discuss the implications for the broader crypto market.

Here are the quick takeaways:

  • Genesis is one of the largest and most notable crypto lenders and prime brokerage firms.

  • DCG and Genesis have done related party transactions, which can be done right but is a bad practice.

  • Genesis owes DCG $1.5 billion+.

  • If DCG unwinds Grayscale's GBTC, $9-10 billion in BTC will hit the market.

  • DCG will survive Genesis.

What happened?

Let's recap the FTX shenanigan from two weeks ago. Shenanigans! Delphi's tweet sums up the craziness. Genesis has $175M in FTX.

Cred's timeline: I hate bad crisis management. Yes, admitting their balance sheet hole right away might've sparked more panic, and there's no easy way to convey your trouble, but no one ever learns.

By November 23, rumors circulated online that the problem could affect Genesis' parent company, DCG. To address this, Barry Silbert, Founder, and CEO of DCG released a statement to shareholders.

  • A few things are confirmed thanks to this statement.

  • DCG owes $1.5 billion+ to Genesis.

  • $500M is due in 6 months, and the rest is due in 2032 (yes, that’s not a typo).

  • Unless Barry raises new cash, his last-ditch efforts to repay the money will likely push the crypto market lower.

  • Half a year of GBTC fees is approximately $100M.

  • They can pay $500M with GBTC.

  • With profits, sell another port.

Genesis has hired a restructuring adviser, indicating it is in trouble.

Rehypothecation

Every crypto problem in the past year seems to be rehypothecation between related parties, excessive leverage, hubris, and the removal of the money printer. The Bankless guys provided a chart showing 2021 crypto yield.

In June 2022, @DataFinnovation published a great investigation about 3AC and DCG. Here's a summary.

  • 3AC borrowed BTC from Genesis and pledged it to create Grayscale's GBTC shares.

  • 3AC uses GBTC to borrow more money from Genesis.

  • This lets 3AC leverage their capital.

  • 3AC's strategy made sense because GBTC had a premium, creating "free money."

  • GBTC's discount and LUNA's implosion caused problems.

  • 3AC lost its loan money in LUNA.

  • Margin called on 3ACs' GBTC collateral.

  • DCG bought GBTC to avoid a systemic collapse and a larger discount.

  • Genesis lost too much money because 3AC can't pay back its loan. DCG "saved" Genesis, but the FTX collapse hurt Genesis further, forcing DCG and Genesis to seek external funding.

bruh…

Learning Experience

Co-borrowing. Unnecessary rehypothecation. Extra space. Governance disaster. Greed, hubris. Crypto has repeatedly shown it can recreate traditional financial system disasters quickly. Working in crypto is one of the best ways to learn crazy financial tricks people will do for a quick buck much faster than if you dabble in traditional finance.

Moving Forward

I think the crypto industry needs to consider its future. This is especially true for professionals. I'm not trying to scare you. In 2018 and 2020, I had doubts. No doubts now. Detailing the crypto industry's potential outcomes helped me gain certainty and confidence in its future. This includes VCs' benefits and talking points during the bull market, as well as what would happen if government regulations became hostile, etc. Even if that happens, I'm certain. This is permanent. I may write a post about that soon.

Sincerely,

M.

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William Anderson

William Anderson

3 years ago

When My Remote Leadership Skills Took Off

4 Ways To Manage Remote Teams & Employees

The wheels hit the ground as I landed in Rochester.

Our six-person satellite office was now part of my team.

Their manager only reported to me the day before, but I had my ticket booked ahead of time.

I had managed remote employees before but this was different. Engineers dialed into headquarters for every meeting.

So when I learned about the org chart change, I knew a strong first impression would set the tone for everything else.

I was either their boss, or their boss's boss, and I needed them to know I was committed.

Managing a fleet of satellite freelancers or multiple offices requires treating others as more than just a face behind a screen.

You must comprehend each remote team member's perspective and daily interactions.

The good news is that you can start using these techniques right now to better understand and elevate virtual team members.

1. Make Visits To Other Offices

If budgeted, visit and work from offices where teams and employees report to you. Only by living alongside them can one truly comprehend their problems with communication and other aspects of modern life.

2. Have Others Come to You

• Having remote, distributed, or satellite employees and teams visit headquarters every quarter or semi-quarterly allows the main office culture to rub off on them.

When remote team members visit, more people get to meet them, which builds empathy.

If you can't afford to fly everyone, at least bring remote managers or leaders. Hopefully they can resurrect some culture.

3. Weekly Work From Home

No home office policy?

Make one.

WFH is a team-building, problem-solving, and office-viewing opportunity.

For dial-in meetings, I started working from home on occasion.

It also taught me which teams “forget” or “skip” calls.

As a remote team member, you experience all the issues first hand.

This isn't as accurate for understanding teams in other offices, but it can be done at any time.

4. Increase Contact Even If It’s Just To Chat

Don't underestimate office banter.

Sometimes it's about bonding and trust, other times it's about business.

If you get all this information in real-time, please forward it.

Even if nothing critical is happening, call remote team members to check in and chat.

I guarantee that building relationships and rapport will increase both their job satisfaction and yours.

Jason Kottke

3 years ago

Lessons on Leadership from the Dancing Guy

This is arguably the best three-minute demonstration I've ever seen of anything. Derek Sivers turns a shaky video of a lone dancing guy at a music festival into a leadership lesson.

A leader must have the courage to stand alone and appear silly. But what he's doing is so straightforward that it's almost instructive. This is critical. You must be simple to follow!

Now comes the first follower, who plays an important role: he publicly demonstrates how to follow. The leader embraces him as an equal, so it's no longer about the leader — it's about them, plural. He's inviting his friends to join him. It takes courage to be the first follower! You stand out and dare to be mocked. Being a first follower is a style of leadership that is underappreciated. The first follower elevates a lone nut to the position of leader. If the first follower is the spark that starts the fire, the leader is the flint.

This link was sent to me by @ottmark, who noted its resemblance to Kurt Vonnegut's three categories of specialists required for revolution.

The rarest of these specialists, he claims, is an actual genius – a person capable generating seemingly wonderful ideas that are not widely known. "A genius working alone is generally dismissed as a crazy," he claims.

The second type of specialist is much easier to find: a highly intellectual person in good standing in his or her community who understands and admires the genius's new ideas and can attest that the genius is not insane. "A person like him working alone can only crave loudly for changes, but fail to say what their shapes should be," Slazinger argues.

Jeff Veen reduced the three personalities to "the inventor, the investor, and the evangelist" on Twitter.

Boris Müller

Boris Müller

2 years ago

Why Do Websites Have the Same Design?

My kids redesigned the internet because it lacks inventiveness.

Internet today is bland. Everything is generic: fonts, layouts, pages, and visual language. Microtypography is messy.

Web design today seems dictated by technical and ideological constraints rather than creativity and ideas. Text and graphics are in containers on every page. All design is assumed.

Ironically, web technologies can design a lot. We can execute most designs. We make shocking, evocative websites. Experimental typography, generating graphics, and interactive experiences are possible.

Even designer websites use containers in containers. Dribbble and Behance, the two most popular creative websites, are boring. Lead image.

Dribbble versus Behance. Can you spot the difference? Thanks to David Rehman for pointing this out to me. All screenshots: Boris Müller

How did this happen?

Several reasons. WordPress and other blogging platforms use templates. These frameworks build web pages by combining graphics, headlines, body content, and videos. Not designs, templates. These rules combine related data types. These platforms don't let users customize pages beyond the template. You filled the template.

Templates are content-neutral. Thus, the issue.

Form should reflect and shape content, which is a design principle. Separating them produces content containers. Templates have no design value.

One of the fundamental principles of design is a deep and meaningful connection between form and content.

Web design lacks imagination for many reasons. Most are pragmatic and economic. Page design takes time. Large websites lack the resources to create a page from scratch due to the speed of internet news and the frequency of new items. HTML, JavaScript, and CSS continue to challenge web designers. Web design can't match desktop publishing's straightforward operations.

Designers may also be lazy. Mobile-first, generic, framework-driven development tends to ignore web page visual and contextual integrity.

How can we overcome this? How might expressive and avant-garde websites look today?

Rediscovering the past helps design the future.

'90s-era web design

At the University of the Arts Bremen's research and development group, I created my first website 23 years ago. Web design was trendy. Young web. Pages inspired me.

We struggled with HTML in the mid-1990s. Arial, Times, and Verdana were the only web-safe fonts. Anything exciting required table layouts, monospaced fonts, or GIFs. HTML was originally content-driven, thus we had to work against it to create a page.

Experimental typography was booming. Designers challenged the established quo from Jan Tschichold's Die Neue Typographie in the twenties to April Greiman's computer-driven layouts in the eighties. By the mid-1990s, an uncommon confluence of technological and cultural breakthroughs enabled radical graphic design. Irma Boom, David Carson, Paula Scher, Neville Brody, and others showed it.

Early web pages were dull compared to graphic design's aesthetic explosion. The Web Design Museum shows this.

Nobody knew how to conduct browser-based graphic design. Web page design was undefined. No standards. No CMS (nearly), CSS, JS, video, animation.

Now is as good a time as any to challenge the internet’s visual conformity.

In 2018, everything is browser-based. Massive layouts to micro-typography, animation, and video. How do we use these great possibilities? Containerized containers. JavaScript-contaminated mobile-first pages. Visually uniform templates. Web design 23 years later would disappoint my younger self.

Our imagination, not technology, restricts web design. We're too conformist to aesthetics, economics, and expectations.

Crisis generates opportunity. Challenge online visual conformity now. I'm too old and bourgeois to develop a radical, experimental, and cutting-edge website. I can ask my students.

I taught web design at the Potsdam Interface Design Programme in 2017. Each team has to redesign a website. Create expressive, inventive visual experiences on the browser. Create with contemporary web technologies. Avoid usability, readability, and flexibility concerns. Act. Ignore Erwartungskonformität.

The class outcome pleased me. This overview page shows all results. Four diverse projects address the challenge.

1. ZKM by Frederic Haase and Jonas Köpfer

ZKM’s redesign

Frederic and Jonas began their experiments on the ZKM website. The ZKM is Germany's leading media art exhibition location, but its website remains conventional. It's useful but not avant-garde like the shows' art.

Frederic and Jonas designed the ZKM site's concept, aesthetic language, and technical configuration to reflect the museum's progressive approach. A generative design engine generates new layouts for each page load.

ZKM redesign.

2. Streem by Daria Thies, Bela Kurek, and Lucas Vogel

Streem’s redesign

Street art magazine Streem. It promotes new artists and societal topics. Streem includes artwork, painting, photography, design, writing, and journalism. Daria, Bela, and Lucas used these influences to develop a conceptual metropolis. They designed four neighborhoods to reflect magazine sections for their prototype. For a legible city, they use powerful illustrative styles and spatial typography.

Streem makeover.

3. Medium by Amelie Kirchmeyer and Fabian Schultz

Medium’s redesign

Amelie and Fabian structured. Instead of developing a form for a tale, they dissolved a web page into semantic, syntactical, and statistical aspects. HTML's flexibility was their goal. They broke Medium posts into experimental typographic space.

Medium revamp.

4. Hacker News by Fabian Dinklage and Florian Zia

Hacker News redesign

Florian and Fabian made Hacker News interactive. The social networking site aggregates computer science and IT news. Its voting and debate features are extensive despite its simple style. Fabian and Florian transformed the structure into a typographic timeline and network area. News and comments sequence and connect the visuals. To read Hacker News, they connected their design to the API. Hacker News makeover.

Communication is not legibility, said Carson. Apply this to web design today. Modern websites must be legible, usable, responsive, and accessible. They shouldn't limit its visual palette. Visual and human-centered design are not stereotypes.

I want radical, generative, evocative, insightful, adequate, content-specific, and intelligent site design. I want to rediscover web design experimentation. More surprises please. I hope the web will appear different in 23 years.

Update: this essay has sparked a lively discussion! I wrote a brief response to the debate's most common points: Creativity vs. Usability