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.

Percy Bolmér
3 years ago
Ethereum No Longer Consumes A Medium-Sized Country's Electricity To Run
The Merge cut Ethereum's energy use by 99.5%.
The Crypto community celebrated on September 15, 2022. This day, Ethereum Merged. The entire blockchain successfully merged with the Beacon chain, and it was so smooth you barely noticed.
Many have waited, dreaded, and longed for this day.
Some investors feared the network would break down, while others envisioned a seamless merging.
Speculators predict a successful Merge will lead investors to Ethereum. This could boost Ethereum's popularity.
What Has Changed Since The Merge
The merging transitions Ethereum mainnet from PoW to PoS.
PoW sends a mathematical riddle to computers worldwide (miners). First miner to solve puzzle updates blockchain and is rewarded.
The puzzles sent are power-intensive to solve, so mining requires a lot of electricity. It's sent to every miner competing to solve it, requiring duplicate computation.
PoS allows investors to stake their coins to validate a new transaction. Instead of validating a whole block, you validate a transaction and get the fees.
You can validate instead of mine. A validator stakes 32 Ethereum. After staking, the validator can validate future blocks.
Once a validator validates a block, it's sent to a randomly selected group of other validators. This group verifies that a validator is not malicious and doesn't validate fake blocks.
This way, only one computer needs to solve or validate the transaction, instead of all miners. The validated block must be approved by a small group of validators, causing duplicate computation.
PoS is more secure because validating fake blocks results in slashing. You lose your bet tokens. If a validator signs a bad block or double-signs conflicting blocks, their ETH is burned.
Theoretically, Ethereum has one block every 12 seconds, so a validator forging a block risks burning 1 Ethereum for 12 seconds of transactions. This makes mistakes expensive and risky.
What Impact Does This Have On Energy Use?
Cryptocurrency is a natural calamity, sucking electricity and eating away at the earth one transaction at a time.
Many don't know the environmental impact of cryptocurrencies, yet it's tremendous.
A single Ethereum transaction used to use 200 kWh and leave a large carbon imprint. This update reduces global energy use by 0.2%.
Ethereum will submit a challenge to one validator, and that validator will forward it to randomly selected other validators who accept it.
This reduces the needed computing power.
They expect a 99.5% reduction, therefore a single transaction should cost 1 kWh.
Carbon footprint is 0.58 kgCO2, or 1,235 VISA transactions.
This is a big Ethereum blockchain update.
I love cryptocurrency and Mother Earth.
Langston Thomas
3 years ago
A Simple Guide to NFT Blockchains
Ethereum's blockchain rules NFTs. Many consider it the one-stop shop for NFTs, and it's become the most talked-about and trafficked blockchain in existence.
Other blockchains are becoming popular in NFTs. Crypto-artists and NFT enthusiasts have sought new places to mint and trade NFTs due to Ethereum's high transaction costs and environmental impact.
When choosing a blockchain to mint on, there are several factors to consider. Size, creator costs, consumer spending habits, security, and community input are important. We've created a high-level summary of blockchains for NFTs to help clarify the fast-paced world of web3 tech.
Ethereum
Ethereum currently has the most NFTs. It's decentralized and provides financial and legal services without intermediaries. It houses popular NFT marketplaces (OpenSea), projects (CryptoPunks and the Bored Ape Yacht Club), and artists (Pak and Beeple).
It's also expensive and energy-intensive. This is because Ethereum works using a Proof-of-Work (PoW) mechanism. PoW requires computers to solve puzzles to add blocks and transactions to the blockchain. Solving these puzzles requires a lot of computer power, resulting in astronomical energy loss.
You should consider this blockchain first due to its popularity, security, decentralization, and ease of use.
Solana
Solana is a fast programmable blockchain. Its proof-of-history and proof-of-stake (PoS) consensus mechanisms eliminate complex puzzles. Reduced validation times and fees result.
PoS users stake their cryptocurrency to become a block validator. Validators get SOL. This encourages and rewards users to become stakers. PoH works with PoS to cryptographically verify time between events. Solana blockchain ensures transactions are in order and found by the correct leader (validator).
Solana's PoS and PoH mechanisms keep transaction fees and times low. Solana isn't as popular as Ethereum, so there are fewer NFT marketplaces and blockchain traders.
Tezos
Tezos is a greener blockchain. Tezos rose in 2021. Hic et Nunc was hailed as an economic alternative to Ethereum-centric marketplaces until Nov. 14, 2021.
Similar to Solana, Tezos uses a PoS consensus mechanism and only a PoS mechanism to reduce computational work. This blockchain uses two million times less energy than Ethereum. It's cheaper than Ethereum (but does cost more than Solana).
Tezos is a good place to start minting NFTs in bulk. Objkt is the largest Tezos marketplace.
Flow
Flow is a high-performance blockchain for NFTs, games, and decentralized apps (dApps). Flow is built with scalability in mind, so billions of people could interact with NFTs on the blockchain.
Flow became the NBA's blockchain partner in 2019. Flow, a product of Dapper labs (the team behind CryptoKitties), launched and hosts NBA Top Shot, making the blockchain integral to the popularity of non-fungible tokens.
Flow uses PoS to verify transactions, like Tezos. Developers are working on a model to handle 10,000 transactions per second on the blockchain. Low transaction fees.
Flow NFTs are tradeable on Blocktobay, OpenSea, Rarible, Foundation, and other platforms. NBA, NFL, UFC, and others have launched NFT marketplaces on Flow. Flow isn't as popular as Ethereum, resulting in fewer NFT marketplaces and blockchain traders.
Asset Exchange (WAX)
WAX is king of virtual collectibles. WAX is popular for digitalized versions of legacy collectibles like trading cards, figurines, memorabilia, etc.
Wax uses a PoS mechanism, but also creates carbon offset NFTs and partners with Climate Care. Like Flow, WAX transaction fees are low, and network fees are redistributed to the WAX community as an incentive to collectors.
WAX marketplaces host Topps, NASCAR, Hot Wheels, and cult classic film franchises like Godzilla, The Princess Bride, and Spiderman.
Binance Smart Chain
BSC is another good option for balancing fees and performance. High-speed transactions and low fees hurt decentralization. BSC is most centralized.
Binance Smart Chain uses Proof of Staked Authority (PoSA) to support a short block time and low fees. The 21 validators needed to run the exchange switch every 24 hours. 11 of the 21 validators are directly connected to the Binance Crypto Exchange, according to reports.
While many in the crypto and NFT ecosystems dislike centralization, the BSC NFT market picked up speed in 2021. OpenBiSea, AirNFTs, JuggerWorld, and others are gaining popularity despite not having as robust an ecosystem as Ethereum.
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Ellane W
3 years ago
The Last To-Do List Template I'll Ever Need, Years in the Making
The holy grail of plain text task management is finally within reach
Plain text task management? Are you serious?? Dedicated task managers exist for a reason, you know. Sheesh.
—Oh, I know. Believe me, I know! But hear me out.
I've managed projects and tasks in plain text for more than four years. Since reorganizing my to-do list, plain text task management is within reach.
Data completely yours? One billion percent. Beef it up with coding? Be my guest.
Enter: The List
The answer? A list. That’s it!
Write down tasks. Obsidian, Notenik, Drafts, or iA Writer are good plain text note-taking apps.
List too long? Of course, it is! A large list tells you what to do. Feel the itch and friction. Then fix it.
But I want to be able to distinguish between work and personal life! List two things.
However, I need to know what should be completed first. Put those items at the top.
However, some things keep coming up, and I need to be reminded of them! Put those in your calendar and make an alarm for them.
But since individual X hasn't completed task Y, I can't proceed with this. Create a Waiting section on your list by dividing it.
But I must know what I'm supposed to be doing right now! Read your list(s). Check your calendar. Think critically.
Before I begin a new one, I remind myself that "Listory Never Repeats."
There’s no such thing as too many lists if all are needed. There is such a thing as too many lists if you make them before they’re needed. Before they complain that their previous room was small or too crowded or needed a new light.
A list that feels too long has a voice; it’s telling you what to do next.
I use one Master List. It's a control panel that tells me what to focus on short-term. If something doesn't need semi-immediate attention, it goes on my Backlog list.
Todd Lewandowski's DWTS (Done, Waiting, Top 3, Soon) performance deserves praise. His DWTS to-do list structure has transformed my plain-text task management. I didn't realize it was upside down.
This is my take on it:
D = Done
Move finished items here. If they pile up, clear them out every week or month. I have a Done Archive folder.
W = Waiting
Things seething in the background, awaiting action. Stir them occasionally so they don't burn.
T = Top 3
Three priorities. Personal comes first, then work. There will always be a top 3 (no more than 5) in every category. Projects, not chores, usually.
S = Soon
This part is action-oriented. It's for anything you can accomplish to finish one of the Top 3. This collection includes thoughts and project lists. The sole requirement is that they should be short-term goals.
Some of you have probably concluded this isn't for you. Please read Todd's piece before throwing out the baby. Often. You shouldn't miss a newborn.
As much as Dancing With The Stars helps me recall this method, I may try switching their order. TSWD; Drilling Tunnel Seismic? Serenity After Task?
Master List Showcase
My Master List lives alone in its own file, but sometimes appears in other places. It's included in my Weekly List template. Here's a (soon-to-be-updated) demo vault of my Obsidian planning setup to download for free.
Here's the code behind my weekly screenshot:
## [[Master List - 2022|✓]] TO DO
![[Master List - 2022]]FYI, I use the Minimal Theme in Obsidian, with a few tweaks.
You may note I'm utilizing a checkmark as a link. For me, that's easier than locating the proper spot to click on the embed.
Blue headings for Done and Waiting are links. Done links to the Done Archive page and Waiting to a general waiting page.
Read my full article here.

Sammy Abdullah
3 years ago
Payouts to founders at IPO
How much do startup founders make after an IPO? We looked at 2018's major tech IPOs. Paydays aren't what founders took home at the IPO (shares are normally locked up for 6 months), but what they were worth at the IPO price on the day the firm went public. It's not cash, but it's nice. Here's the data.
Several points are noteworthy.
Huge payoffs. Median and average pay were $399m and $918m. Average and median homeownership were 9% and 12%.
Coinbase, Uber, UI Path. Uber, Zoom, Spotify, UI Path, and Coinbase founders raised billions. Zoom's founder owned 19% and Spotify's 28% and 13%. Brian Armstrong controlled 20% of Coinbase at IPO and was worth $15bn. Preserving as much equity as possible by staying cash-efficient or raising at high valuations also helps.
The smallest was Ping. Ping's compensation was the smallest. Andre Duand owned 2% but was worth $20m at IPO. That's less than some billion-dollar paydays, but still good.
IPOs can be lucrative, as you can see. Preserving equity could be the difference between a $20mm and $15bln payday (Coinbase).

Neeramitra Reddy
3 years ago
The best life advice I've ever heard could very well come from 50 Cent.
He built a $40M hip-hop empire from street drug dealing.
50 Cent was nearly killed by 9mm bullets.
Before 50 Cent, Curtis Jackson sold drugs.
He sold coke to worried addicts after being orphaned at 8.
Pursuing police. Murderous hustlers and gangs. Unwitting informers.
Despite his hard life, his hip-hop career was a success.
An assassination attempt ended his career at the start.
What sane producer would want to deal with a man entrenched in crime?
Most would have drowned in self-pity and drank themselves to death.
But 50 Cent isn't most people. Life on the streets had given him fearlessness.
“Having a brush with death, or being reminded in a dramatic way of the shortness of our lives, can have a positive, therapeutic effect. So it is best to make every moment count, to have a sense of urgency about life.” ― 50 Cent, The 50th Law
50 released a series of mixtapes that caught Eminem's attention and earned him a $50 million deal!
50 Cents turned death into life.
Things happen; that is life.
We want problems solved.
Every human has problems, whether it's Jeff Bezos swimming in his billions, Obama in his comfortable retirement home, or Dan Bilzerian with his hired bikini models.
All problems.
Problems churn through life. solve one, another appears.
It's harsh. Life's unfair. We can face reality or run from it.
The latter will worsen your issues.
“The firmer your grasp on reality, the more power you will have to alter it for your purposes.” — 50 Cent, The 50th Law
In a fantasy-obsessed world, 50 Cent loves reality.
Wish for better problem-solving skills rather than problem-free living.
Don't wish, work.
We All Have the True Power of Alchemy
Humans are arrogant enough to think the universe cares about them.
That things happen as if the universe notices our nanosecond existences.
Things simply happen. Period.
By changing our perspective, we can turn good things bad.
The alchemists' search for the philosopher's stone may have symbolized the ability to turn our lead-like perceptions into gold.
Negativity bias tints our perceptions.
Normal sparring broke your elbow? Rest and rethink your training. Fired? You can improve your skills and get a better job.
Consider Curtis if he had fallen into despair.
The legend we call 50 Cent wouldn’t have existed.
The Best Lesson in Life Ever?
Neither avoid nor fear your reality.
That simple sentence contains every self-help tip and life lesson on Earth.
When reality is all there is, why fear it? avoidance?
Or worse, fleeing?
To accept reality, we must eliminate the words should be, could be, wish it were, and hope it will be.
It is. Period.
Only by accepting reality's chaos can you shape your life.
“Behind me is infinite power. Before me is endless possibility, around me is boundless opportunity. My strength is mental, physical and spiritual.” — 50 Cent
