Union LA x Air Jordan 2 “Future Is Now” PREVIEW
With the help of Virgil Abloh and Union LA‘s Chris Gibbs, it's now clear that Jordan Brand intended to bring the Air Jordan 2 back in 2022.
The “Future Is Now” collection includes two colorways of MJ's second signature as well as an extensive range of apparel and accessories.
“We wanted to juxtapose what some futuristic gear might look like after being worn and patina'd,”
Union stated on the collaboration's landing page.
“You often see people's future visions that are crisp and sterile. We thought it would be cool to wear it in and make it organic...”
The classic co-branding appears on short-sleeve tees, hoodies, and sweat shorts/sweat pants, all lightly distressed at the hems and seams.
Also, a filtered black-and-white photo of MJ graces the adjacent long sleeves, labels stitch into the socks, and the Jumpman logo adorns the four caps.
Liner jackets and flight pants will also be available, adding reimagined militaria to a civilian ensemble.
The Union LA x Air Jordan 2 (Grey Fog and Rattan) shares many of the same beats. Vintage suedes show age, while perforations and detailing reimagine Bruce Kilgore's design for the future.
The “UN/LA” tag across the modified eye stays, the leather patch across the tongue, and the label that wraps over the lateral side of the collar complete the look.
The footwear will also include a Crater Slide in the “Grey Fog” color scheme.
BUYING
On 4/9 and 4/10 from 9am-3pm, Union LA will be giving away a pair of Air Jordan 2s at their La Brea storefront (110 S. LA BREA AVE. LA, CA 90036). The raffle is only open to LA County residents with a valid CA ID. You must enter by 11:59pm on 4/10 to win. Winners will be notified via email.
More on Lifestyle

Architectural Digest
3 years ago
Take a look at The One, a Los Angeles estate with a whopping 105,000 square feet of living area.
The interiors of the 105,000-square-foot property, which sits on a five-acre parcel in the wealthy Los Angeles suburb of Bel Air and is suitably titled The One, have been a well guarded secret. We got an intimate look inside this world-record-breaking property, as well as the creative and aesthetic geniuses behind it.
The estate appears to float above the city, surrounded on three sides by a moat and a 400-foot-long running track. Completed over eight years—and requiring 600 workers to build—the home was designed by architect Paul McClean and interior designer Kathryn Rotondi, who were enlisted by owner and developer Nile Niami to help it live up to its standard.
"This endeavor seemed both exhilarating and daunting," McClean says. However, the home's remarkable location and McClean's long-standing relationship with Niami persuaded him to "build something unique and extraordinary" rather than just take on the job.
And McClean has more than delivered.
The home's main entrance leads to a variety of meeting places with magnificent 360-degree views of the Pacific Ocean, downtown Los Angeles, and the San Gabriel Mountains, thanks to its 26-foot-high ceilings. There is water at the entrance area, as well as a sculpture and a bridge. "We often employ water in our design approach because it provides a sensory change that helps you acclimatize to your environment," McClean explains.
Niami wanted a neutral palette that would enable the environment and vistas to shine, so she used black, white, and gray throughout the house.
McClean has combined the home's inside with outside "to create that quintessential L.A. lifestyle but on a larger scale," he says, drawing influence from the local environment and history of Los Angeles modernism. "We separated the entertaining spaces from the living portions to make the house feel more livable. The former are on the lowest level, which serves as a plinth for the rest of the house and minimizes its apparent mass."
The home's statistics, in addition to its eye-catching style, are equally impressive. There are 42 bathrooms, 21 bedrooms, a 5,500-square-foot master suite, a 30-car garage gallery with two car-display turntables, a four-lane bowling alley, a spa level, a 30-seat movie theater, a "philanthropy wing (with a capacity of 200) for charity galas, a 10,000-square-foot sky deck, and five swimming pools.
Rotondi, the creator of KFR Design, collaborated with Niami on the interior design to create different spaces that flow into one another despite the house's grandeur. "I was especially driven to 'wow factor' components in the hospitality business," Rotondi says, citing top luxury hotel brands such as Aman, Bulgari, and Baccarat as sources of inspiration. Meanwhile, the home's color scheme, soft textures, and lighting are a nod to Niami and McClean's favorite Tom Ford boutique on Rodeo Drive.
The house boasts an extraordinary collection of art, including a butterfly work by Stephen Wilson on the lower level and a Niclas Castello bespoke panel in black and silver in the office, thanks to a cooperation between Creative Art Partners and Art Angels. There is also a sizable collection of bespoke furniture pieces from byShowroom.
A house of this size will never be erected again in Los Angeles, thanks to recently enacted city rules, so The One will truly be one of a kind. "For all of us, this project has been such a long and instructive trip," McClean says. "It was exciting to develop and approached with excitement, but I don't think any of us knew how much effort and time it would take to finish the project."

Will Lockett
2 years ago
There Is A New EV King in Town
McMurtry Spéirling outperforms Tesla in speed and efficiency.
EVs were ridiculously slow for decades. However, the 2008 Tesla Roadster revealed that EVs might go extraordinarily fast. The Tesla Model S Plaid and Rimac Nevera are the fastest-accelerating road vehicles, despite combustion-engined road cars dominating the course. A little-known firm beat Tesla and Rimac in the 0-60 race, beat F1 vehicles on a circuit, and boasts a 350-mile driving range. The McMurtry Spéirling is completely insane.
Mat Watson of CarWow, a YouTube megastar, was recently handed a Spéirling and access to Silverstone Circuit (view video above). Mat ran a quarter-mile on Silverstone straight with former F1 driver Max Chilton. The little pocket-rocket automobile touched 100 mph in 2.7 seconds, completed the quarter mile in 7.97 seconds, and hit 0-60 in 1.4 seconds. When looking at autos quickly, 0-60 times can seem near. The Tesla Model S Plaid does 0-60 in 1.99 seconds, which is comparable to the Spéirling. Despite the meager statistics, the Spéirling is nearly 30% faster than Plaid!
My vintage VW Golf 1.4s has an 8.8-second 0-60 time, whereas a BMW Z4 3.0i is 30% faster (with a 0-60 time of 6 seconds). I tried to beat a Z4 off the lights in my Golf, but the Beamer flew away. If they challenge the Spéirling in a Model S Plaid, they'll feel as I did. Fast!
Insane quarter-mile drag time. Its road car record is 7.97 seconds. A Dodge Demon, meant to run extremely fast quarter miles, finishes so in 9.65 seconds, approximately 20% slower. The Rimac Nevera's 8.582-second quarter-mile record was miles behind drag racing. This run hampered the Spéirling. Because it was employing gearing that limited its top speed to 150 mph, it reached there in a little over 5 seconds without accelerating for most of the quarter mile! McMurtry can easily change the gearing, making the Spéirling run quicker.
McMurtry did this how? First, the Spéirling is a tiny single-seater EV with a 60 kWh battery pack, making it one of the lightest EVs ever. The 1,000-hp Spéirling has more than one horsepower per kg. The Nevera has 0.84 horsepower per kg and the Plaid 0.44.
However, you cannot simply construct a car light and power it. Instead of accelerating, it would spin. This makes the Spéirling a fan car. Its huge fans create massive downforce. These fans provide the Spéirling 2 tonnes of downforce while stationary, so you could park it on the ceiling. Its fast 0-60 time comes from its downforce, which lets it deliver all that power without wheel spin.
It also possesses complete downforce at all speeds, allowing it to tackle turns faster than even race vehicles. Spéirlings overcame VW IDRs and F1 cars to set the Goodwood Hill Climb record (read more here). The Spéirling is a dragstrip winner and track dominator, unlike the Plaid and Nevera.
The Spéirling is astonishing for a single-seater. Fan-generated downforce is more efficient than wings and splitters. It also means the vehicle has very minimal drag without the fan. The Spéirling can go 350 miles per charge (WLTP) or 20-30 minutes at full speed on a track despite its 60 kWh battery pack. The G-forces would hurt your neck before the battery died if you drove around a track for longer. The Spéirling can charge at over 200 kW in about 30 minutes. Thus, driving to track days, having fun, and returning is possible. Unlike other high-performance EVs.
Tesla, Rimac, or Lucid will struggle to defeat the Spéirling. They would need to build a fan automobile because adding power to their current vehicle would make it uncontrollable. The EV and automobile industries now have a new, untouchable performance king.
Marcus Lu
3 years ago
The Brand Structure of U.S. Electric Vehicle Production
Will Tesla be able to maintain its lead in the EV market for very long?
This is one of the most pressing issues in the American auto sector today. One positive aspect of Tesla is the company's devoted customer base and recognizable name recognition (similar to Apple). It also invests more in research and development per vehicle than its rivals and has a head start in EV production.
Conversely, established automakers like Volkswagen are actively plotting their strategy to surpass Tesla. As the current market leaders, they have decades of experience in the auto industry and are spending billions to catch up.
We've visualized data from the EPA's 2022 Automotive Trends Report to bring you up to speed on this developing story.
Info for the Model Year of 2021
The full production data used in this infographic is for the 2021 model year, but it comes from a report for 2022.
Combined EV and PHEV output is shown in the table below (plug-in hybrid electric vehicle).
It is important to note that Toyota and Stellantis, the two largest legacy automakers in this dataset, only produced PHEVs. Toyota's first electric vehicle, the bZ4X, won't hit the market until 2023.
Stellantis seems to be falling even further behind, despite having enormous unrealized potential in its Jeep and Ram brands. Stellantis CEO Carlos Tavares said in a recent interview that the firm has budgeted $36 billion for electrification and software.
Legacy Brands with the Most Momentum
In the race to develop electric vehicles, some long-standing manufacturers have gotten the jump on their rivals.
Volkswagen, one of these storied manufacturers, has made a significant investment in electric vehicles (EVs) in the wake of the Dieselgate scandal. The company plans to roll out multiple EV models, including the ID.3 hatchback, ID.4 SUV, and ID. Buzz, with the goal of producing 22 million EVs by 2028. (an electric revival of the classic Microbus).
Even Ford is keeping up, having just announced an EV investment of $22 billion between 2021 and 2025. In November of 2022, the company manufactured their 150,000th Mustang Mach-E, and by the end of 2023, they hoped to have 270,000 of them in circulation.
Additionally, over 200,000 F-150 Lightnings have been reserved since Ford announced the truck. The Lightning is scheduled to have a production run of 15,000 in 2022, 55,000 in 2023, and 80,000 in 2024. Ford's main competitor in the electric pickup truck segment, Rivian, is on track to sell 25,000 vehicles by 2022.
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Aldric Chen
3 years ago
Jack Dorsey's Meeting Best Practice was something I tried. It Performs Exceptionally Well in Consulting Engagements.
Yes, client meetings are difficult. Especially when I'm alone.
Clients must tell us their problems so we can help.
In-meeting challenges contribute nothing to our work. Consider this:
Clients are unprepared.
Clients are distracted.
Clients are confused.
Introducing Jack Dorsey's Google Doc approach
I endorse his approach to meetings.
Not Google Doc-related. Jack uses it for meetings.
This is what his meetings look like.
Prior to the meeting, the Chair creates the agenda, structure, and information using Google Doc.
Participants in the meeting would have 5-10 minutes to read the Google Doc.
They have 5-10 minutes to type their comments on the document.
In-depth discussion begins
There is elegance in simplicity. Here's how Jack's approach is fantastic.
Unprepared clients are given time to read.
During the meeting, they think and work on it.
They can see real-time remarks from others.
Discussion ensues.
Three months ago, I fell for this strategy. After trying it with a client, I got good results.
I conducted social control experiments in a few client workshops.
Context matters.
I am sure Jack Dorsey’s method works well in meetings. What about client workshops?
So, I tested Enterprise of the Future with a consulting client.
I sent multiple emails to client stakeholders describing the new approach.
No PowerPoints that day. I spent the night setting up the Google Doc with conversation topics, critical thinking questions, and a Before and After section.
The client was shocked. First, a Google Doc was projected. Second surprise was a verbal feedback.
“No pre-meeting materials?”
“Don’t worry. I know you are not reading it before our meeting, anyway.”
We laughed. The experiment started.
Observations throughout a 90-minute engagement workshop from beginning to end
For 10 minutes, the workshop was silent.
People read the Google Doc. For some, the silence was unnerving.
“Are you not going to present anything to us?”
I said everything's in Google Doc. I asked them to read, remark, and add relevant paragraphs.
As they unlocked their laptops, they were annoyed.
Ten client stakeholders are typing on the Google Doc. My laptop displays comment bubbles, red lines, new paragraphs, and strikethroughs.
The first 10 minutes were productive. Everyone has seen and contributed to the document.
I was silent.
The move to a classical workshop was smooth. I didn't stimulate dialogue. They did.
Stephanie asked Joe why a blended workforce hinders company productivity. She questioned his comments and additional paragraphs.
That is when a light bulb hit my head. Yes, you want to speak to the right person to resolve issues!
Not only that was discussed. Others discussed their remark bubbles with neighbors. Debate circles sprung up one after the other.
The best part? I asked everyone to add their post-discussion thoughts on a Google Doc.
After the workshop, I have:
An agreement-based working document
A post-discussion minutes that are prepared for publication
A record of the discussion points that were brought up, argued, and evaluated critically
It showed me how stakeholders viewed their Enterprise of the Future. It allowed me to align with them.
Finale Keynotes
Client meetings are a hit-or-miss. I know that.
Jack Dorsey's meeting strategy works for consulting. It promotes session alignment.
It relieves clients of preparation.
I get the necessary information to advance this consulting engagement.
It is brilliant.

Julie Plavnik
3 years ago
How to Become a Crypto Broker [Complying and Making Money]
Three options exist. The third one is the quickest and most fruitful.
You've mastered crypto trading and want to become a broker.
So you may wonder: Where to begin?
If so, keep reading.
Today I'll compare three different approaches to becoming a cryptocurrency trader.
What are cryptocurrency brokers, and how do they vary from stockbrokers?
A stockbroker implements clients' market orders (retail or institutional ones).
Brokerage firms are regulated, insured, and subject to regulatory monitoring.
Stockbrokers are required between buyers and sellers. They can't trade without a broker. To trade, a trader must open a broker account and deposit money. When a trader shops, he tells his broker what orders to place.
Crypto brokerage is trade intermediation with cryptocurrency.
In crypto trading, however, brokers are optional.
Crypto exchanges offer direct transactions. Open an exchange account (no broker needed) and make a deposit.
Question:
Since crypto allows DIY trading, why use a broker?
Let's compare cryptocurrency exchanges vs. brokers.
Broker versus cryptocurrency exchange
Most existing crypto exchanges are basically brokers.
Examine their primary services:
connecting purchasers and suppliers
having custody of clients' money (with the exception of decentralized cryptocurrency exchanges),
clearance of transactions.
Brokerage is comparable, don't you think?
There are exceptions. I mean a few large crypto exchanges that follow the stock exchange paradigm. They outsource brokerage, custody, and clearing operations. Classic exchange setups are rare in today's bitcoin industry.
Back to our favorite “standard” crypto exchanges. All-in-one exchanges and brokers. And usually, they operate under a broker or a broker-dealer license, save for the exchanges registered somewhere in a free-trade offshore paradise. Those don’t bother with any licensing.
What’s the sense of having two brokers at a time?
Better liquidity and trading convenience.
The crypto business is compartmentalized.
We have CEXs, DEXs, hybrid exchanges, and semi-exchanges (those that aggregate liquidity but do not execute orders on their sides). All have unique regulations and act as sovereign states.
There are about 18k coins and hundreds of blockchain protocols, most of which are heterogeneous (i.e., different in design and not interoperable).
A trader must register many accounts on different exchanges, deposit funds, and manage them all concurrently to access global crypto liquidity.
It’s extremely inconvenient.
Crypto liquidity fragmentation is the largest obstacle and bottleneck blocking crypto from mass adoption.
Crypto brokers help clients solve this challenge by providing one-gate access to deep and diverse crypto liquidity from numerous exchanges and suppliers. Professionals and institutions need it.
Another killer feature of a brokerage may be allowing clients to trade crypto with fiat funds exclusively, without fiat/crypto conversion. It is essential for professional and institutional traders.
Who may work as a cryptocurrency broker?
Apparently, not anyone. Brokerage requires high-powered specialists because it involves other people's money.
Here's the essentials:
excellent knowledge, skills, and years of trading experience
high-quality, quick, and secure infrastructure
highly developed team
outstanding trading capital
High-ROI network: long-standing, trustworthy connections with customers, exchanges, liquidity providers, payment gates, and similar entities
outstanding marketing and commercial development skills.
What about a license for a cryptocurrency broker? Is it necessary?
Complex question.
If you plan to play in white-glove jurisdictions, you may need a license. For example, in the US, as a “money transmitter” or as a CASSP (crypto asset secondary services provider) in Australia.
Even in these jurisdictions, there are no clear, holistic crypto brokerage and licensing policies.
Your lawyer will help you decide if your crypto brokerage needs a license.
Getting a license isn't quick. Two years of patience are needed.
How can you turn into a cryptocurrency broker?
Finally, we got there! 🎉
Three actionable ways exist:
To kickstart a regulated stand-alone crypto broker
To get a crypto broker franchise, and
To become a liquidity network broker.
Let's examine each.
1. Opening a regulated cryptocurrency broker
It's difficult. Especially If you're targeting first-world users.
You must comply with many regulatory, technical, financial, HR, and reporting obligations to keep your organization running. Some are mentioned above.
The licensing process depends on the products you want to offer (spots or derivatives) and the geographic areas you plan to service. There are no general rules for that.
In an overgeneralized way, here are the boxes you will have to check:
capital availability (usually a large amount of capital c is required)
You will have to move some of your team members to the nation providing the license in order to establish an office presence there.
the core team with the necessary professional training (especially applies to CEO, Head of Trading, Assistant to Head of Trading, etc.)
insurance
infrastructure that is trustworthy and secure
adopted proper AML/KYC/financial monitoring policies, etc.
Assuming you passed, what's next?
I bet it won’t be mind-blowing for you that the license is just a part of the deal. It won't attract clients or revenue.
To bring in high-dollar clientele, you must be a killer marketer and seller. It's not easy to convince people to give you money.
You'll need to be a great business developer to form successful, long-term agreements with exchanges (ideally for no fees), liquidity providers, banks, payment gates, etc. Persuade clients.
It's a tough job, isn't it?
I expect a Quora-type question here:
Can I start an unlicensed crypto broker?
Well, there is always a workaround with crypto!
You can register your broker in a free-trade zone like Seychelles to avoid US and other markets with strong watchdogs.
This is neither wise nor sustainable.
First, such experiments are illegal.
Second, you'll have trouble attracting clients and strategic partners.
A license equals trust. That’s it.
Even a pseudo-license from Mauritius matters.
Here are this method's benefits and downsides.
Cons first.
As you navigate this difficult and expensive legal process, you run the risk of missing out on business prospects. It's quite simple to become excellent compliance yet unable to work. Because your competitors are already courting potential customers while you are focusing all of your effort on paperwork.
Only God knows how long it will take you to pass the break-even point when everything with the license has been completed.
It is a money-burning business, especially in the beginning when the majority of your expenses will go toward marketing, sales, and maintaining license requirements. Make sure you have the fortitude and resources necessary to face such a difficult challenge.
Pros
It may eventually develop into a tool for making money. Because big guys who are professionals at trading require a white-glove regulated brokerage. You have every possibility if you work hard in the areas of sales, marketing, business development, and wealth. Simply put, everything must align.
Launching a regulated crypto broker is analogous to launching a crypto exchange. It's ROUGH. Sure you can take it?
2. Franchise for Crypto Broker (Crypto Sub-Brokerage)
A broker franchise is easier and faster than becoming a regulated crypto broker. Not a traditional brokerage.
A broker franchisee, often termed a sub-broker, joins with a broker (a franchisor) to bring them new clients. Sub-brokers market a broker's products and services to clients.
Sub-brokers are the middlemen between a broker and an investor.
Why is sub-brokering easier?
less demanding qualifications and legal complexity. All you need to do is keep a few certificates on hand (each time depends on the jurisdiction).
No significant investment is required
there is no demand that you be a trading member of an exchange, etc.
As a sub-broker, you can do identical duties without as many rights and certifications.
What about the crypto broker franchise?
Sub-brokers aren't common in crypto.
In most existing examples (PayBito, PCEX, etc.), franchises are offered by crypto exchanges, not brokers. Though we remember that crypto exchanges are, in fact, brokers, do we?
Similarly:
For a commission, a franchiser crypto broker receives new leads from a crypto sub-broker.
See above for why enrolling is easy.
Finding clients is difficult. Most crypto traders prefer to buy-sell on their own or through brokers over sub-broker franchises.
3. Broker of the Crypto Trading Network (or a Network Broker)
It's the greatest approach to execute crypto brokerage, based on effort/return.
Network broker isn't an established word. I wrote it for clarity.
Remember how we called crypto liquidity fragmentation the current crypto finance paradigm's main bottleneck?
Where there's a challenge, there's progress.
Several well-funded projects are aiming to fix crypto liquidity fragmentation. Instead of launching another crypto exchange with siloed trading, the greatest minds create trading networks that aggregate crypto liquidity from desynchronized sources and enable quick, safe, and affordable cross-blockchain transactions. Each project offers a distinct option for users.
Crypto liquidity implies:
One-account access to cryptocurrency liquidity pooled from network participants' exchanges and other liquidity sources
compiled price feeds
Cross-chain transactions that are quick and inexpensive, even for HFTs
link between participants of all kinds, and
interoperability among diverse blockchains
Fast, diversified, and cheap global crypto trading from one account.
How does a trading network help cryptocurrency brokers?
I’ll explain it, taking Yellow Network as an example.
Yellow provides decentralized Layer-3 peer-to-peer trading.
trade across chains globally with real-time settlement and
Between cryptocurrency exchanges, brokers, trading companies, and other sorts of network members, there is communication and the exchange of financial information.
Have you ever heard about ECN (electronic communication network)? If not, it's an automated system that automatically matches buy and sell orders. Yellow is a decentralized digital asset ECN.
Brokers can:
Start trading right now without having to meet stringent requirements; all you need to do is integrate with Yellow Protocol and successfully complete some KYC verification.
Access global aggregated crypto liquidity through a single point.
B2B (Broker to Broker) liquidity channels that provide peer liquidity from other brokers. Orders from the other broker will appear in the order book of a broker who is peering with another broker on the market. It will enable a broker to broaden his offer and raise the total amount of liquidity that is available to his clients.
Select a custodian or use non-custodial practices.
Comparing network crypto brokerage to other types:
A licensed stand-alone brokerage business is much more difficult and time-consuming to launch than network brokerage, and
Network brokerage, in contrast to crypto sub-brokerage, is scalable, independent, and offers limitless possibilities for revenue generation.
Yellow Network Whitepaper. has more details on how to start a brokerage business and what rewards you'll obtain.
Final thoughts
There are three ways to become a cryptocurrency broker, including the non-conventional liquidity network brokerage. The last option appears time/cost-effective.
Crypto brokerage isn't crowded yet. Act quickly to find your right place in this market.
Choose the way that works for you best and see you in crypto trading.
Discover Web3 & DeFi with Yellow Network!
Yellow, powered by Openware, is developing a cross-chain P2P liquidity aggregator to unite the crypto sector and provide global remittance services that aid people.
Join the Yellow Community and plunge into this decade's biggest product-oriented crypto project.
Observe Yellow Twitter
Enroll in Yellow Telegram
Visit Yellow Discord.
On Hacker Noon, look us up.
Yellow Network will expose development, technology, developer tools, crypto brokerage nodes software, and community liquidity mining.
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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
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