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.

Jeff Scallop
3 years ago
The Age of Decentralized Capitalism and DeFi
DeCap is DeFi's killer app.
“Software is eating the world.” Marc Andreesen, venture capitalist
DeFi. Imagine a blockchain-based alternative financial system that offers the same products and services as traditional finance, but with more variety, faster, more secure, lower cost, and simpler access.
Decentralised finance (DeFi) is a marketplace without gatekeepers or central authority managing the flow of money, where customers engage directly with smart contracts running on a blockchain.
DeFi grew exponentially in 2020/21, with Total Value Locked (an inadequate estimate for market size) topping at $100 billion. After that, it crashed.
The accumulation of funds by individuals with high discretionary income during the epidemic, the novelty of crypto trading, and the high yields given (5% APY for stablecoins on established platforms to 100%+ for risky assets) are among the primary elements explaining this exponential increase.
No longer your older brothers DeFi
Since transactions are anonymous, borrowers had to overcollateralize DeFi 1.0. To borrow $100 in stablecoins, you must deposit $150 in ETH. DeFi 1.0's business strategy raises two problems.
Why does DeFi offer interest rates that are higher than those of the conventional financial system?;
Why would somebody put down more cash than they intended to borrow?
Maxed out on their own resources, investors took loans to acquire more crypto; the demand for those loans raised DeFi yields, which kept crypto prices increasing; as crypto prices rose, investors made a return on their positions, allowing them to deposit more money and borrow more crypto.
This is a bull market game. DeFi 1.0's overcollateralization speculation is dead. Cryptocrash sank it.
The “speculation by overcollateralisation” world of DeFi 1.0 is dead
At a JP Morgan digital assets conference, institutional investors were more interested in DeFi than crypto or fintech. To me, that shows DeFi 2.0's institutional future.
DeFi 2.0 protocols must handle KYC/AML, tax compliance, market abuse, and cybersecurity problems to be institutional-ready.
Stablecoins gaining market share under benign regulation and more CBDCs coming online in the next couple of years could help DeFi 2.0 separate from crypto volatility.
DeFi 2.0 will have a better footing to finally decouple from crypto volatility
Then we can transition from speculation through overcollateralization to DeFi's genuine comparative advantages: cheaper transaction costs, near-instant settlement, more efficient price discovery, faster time-to-market for financial innovation, and a superior audit trail.
Akin to Amazon for financial goods
Amazon decimated brick-and-mortar shops by offering millions of things online, warehouses by keeping just-in-time inventory, and back-offices by automating invoicing and payments. Software devoured retail. DeFi will eat banking with software.
DeFi is the Amazon for financial items that will replace fintech. Even the most advanced internet brokers offer only 100 currency pairings and limited bonds, equities, and ETFs.
Old banks settlement systems and inefficient, hard-to-upgrade outdated software harm them. For advanced gamers, it's like driving an F1 vehicle on dirt.
It is like driving a F1 car on a dirt road, for the most sophisticated players
Central bankers throughout the world know how expensive and difficult it is to handle cross-border payments using the US dollar as the reserve currency, which is vulnerable to the economic cycle and geopolitical tensions.
Decentralization is the only method to deliver 24h global financial markets. DeFi 2.0 lets you buy and sell startup shares like Google or Tesla. VC funds will trade like mutual funds. Or create a bundle coverage for your car, house, and NFTs. Defi 2.0 consumes banking and creates Global Wall Street.
Defi 2.0 is how software eats banking and delivers the global Wall Street
Decentralized Capitalism is Emerging
90% of markets are digital. 10% is hardest to digitalize. That's money creation, ID, and asset tokenization.
90% of financial markets are already digital. The only problem is that the 10% left is the hardest to digitalize
Debt helped Athens construct a powerful navy that secured trade routes. Bonds financed the Renaissance's wars and supply chains. Equity fueled industrial growth. FX drove globalization's payments system. DeFi's plans:
If the 20th century was a conflict between governments and markets over economic drivers, the 21st century will be between centralized and decentralized corporate structures.
Offices vs. telecommuting. China vs. onshoring/friendshoring. Oil & gas vs. diverse energy matrix. National vs. multilateral policymaking. DAOs vs. corporations Fiat vs. crypto. TradFi vs.
An age where the network effects of the sharing economy will overtake the gains of scale of the monopolistic competition economy
This is the dawn of Decentralized Capitalism (or DeCap), an age where the network effects of the sharing economy will reach a tipping point and surpass the scale gains of the monopolistic competition economy, further eliminating inefficiencies and creating a more robust economy through better data and automation. DeFi 2.0 enables this.
DeFi needs to pay the piper now.
DeCap won't be Web3.0's Shangri-La, though. That's too much for an ailing Atlas. When push comes to shove, DeFi folks want to survive and fight another day for the revolution. If feasible, make a tidy profit.
Decentralization wasn't meant to circumvent regulation. It circumvents censorship. On-ramp, off-ramp measures (control DeFi's entry and exit points, not what happens in between) sound like a good compromise for DeFi 2.0.
The sooner authorities realize that DeFi regulation is made ex-ante by writing code and constructing smart contracts with rules, the faster DeFi 2.0 will become the more efficient and safe financial marketplace.
More crucially, we must boost system liquidity. DeFi's financial stability risks are downplayed. DeFi must improve its liquidity management if it's to become mainstream, just as banks rely on capital constraints.
This reveals the complex and, frankly, inadequate governance arrangements for DeFi protocols. They redistribute control from tokenholders to developers, which is bad governance regardless of the economic model.
But crypto can only ride the existing banking system for so long before forming its own economy. DeFi will upgrade web2.0's financial rails till then.

Faisal Khan
2 years ago
4 typical methods of crypto market manipulation
Market fraud
Due to its decentralized and fragmented character, the crypto market has integrity difficulties.
Cryptocurrencies are an immature sector, therefore market manipulation becomes a bigger issue. Many research have attempted to uncover these abuses. CryptoCompare's newest one highlights some of the industry's most typical scams.
Why are these concerns so common in the crypto market? First, even the largest centralized exchanges remain unregulated due to industry immaturity. A low-liquidity market segment makes an attack more harmful. Finally, market surveillance solutions not implemented reduce transparency.
In CryptoCompare's latest exchange benchmark, 62.4% of assessed exchanges had a market surveillance system, although only 18.1% utilised an external solution. To address market integrity, this measure must improve dramatically. Before discussing the report's malpractices, note that this is not a full list of attacks and hacks.
Clean Trading
An investor buys and sells concurrently to increase the asset's price. Centralized and decentralized exchanges show this misconduct. 23 exchanges have a volume-volatility correlation < 0.1 during the previous 100 days, according to CryptoCompares. In August 2022, Exchange A reported $2.5 trillion in artificial and/or erroneous volume, up from $33.8 billion the month before.
Spoofing
Criminals create and cancel fake orders before they can be filled. Since manipulators can hide in larger trading volumes, larger exchanges have more spoofing. A trader placed a 20.8 BTC ask order at $19,036 when BTC was trading at $19,043. BTC declined 0.13% to $19,018 in a minute. At 18:48, the trader canceled the ask order without filling it.
Front-Running
Most cryptocurrency front-running involves inside trading. Traditional stock markets forbid this. Since most digital asset information is public, this is harder. Retailers could utilize bots to front-run.
CryptoCompare found digital wallets of people who traded like insiders on exchange listings. The figure below shows excess cumulative anomalous returns (CAR) before a coin listing on an exchange.
Finally, LAYERING is a sequence of spoofs in which successive orders are put along a ladder of greater (layering offers) or lower (layering bids) values. The paper concludes with recommendations to mitigate market manipulation. Exchange data transparency, market surveillance, and regulatory oversight could reduce manipulative tactics.
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Rajesh Gupta
3 years ago
Why Is It So Difficult to Give Up Smoking?
I started smoking in 2002 at IIT BHU. Most of us thought it was enjoyable at first. I didn't realize the cost later.
In 2005, during my final semester, I lost my father. Suddenly, I felt more accountable for my mother and myself.
I quit before starting my first job in Bangalore. I didn't see any smoking friends in my hometown for 2 months before moving to Bangalore.
For the next 5-6 years, I had no regimen and smoked only when drinking.
Due to personal concerns, I started smoking again after my 2011 marriage. Now smoking was a constant guilty pleasure.
I smoked 3-4 cigarettes a day, but never in front of my family or on weekends. I used to excuse this with pride! First office ritual: smoking. Even with guilt, I couldn't stop this time because of personal concerns.
After 8-9 years, in mid 2019, a personal development program solved all my problems. I felt complete in myself. After this, I just needed one cigarette each day.
The hardest thing was leaving this final cigarette behind, even though I didn't want it.
James Clear's Atomic Habits was published last year. I'd only read 2-3 non-tech books before reading this one in August 2021. I knew everything but couldn't use it.
In April 2022, I realized the compounding effect of a bad habit thanks to my subconscious mind. 1 cigarette per day (excluding weekends) equals 240 = 24 packs per year, which is a lot. No matter how much I did, it felt negative.
Then I applied the 2nd principle of this book, identifying the trigger. I tried to identify all the major triggers of smoking. I found social drinking is one of them & If I am able to control it during that time, I can easily control it in other situations as well. Going further whenever I drank, I was pre-determined to ignore the craving at any cost. Believe me, it was very hard initially but gradually this craving started fading away even with drinks.
I've been smoke-free for 3 months. Now I know a bad habit's effects. After realizing the power of habits, I'm developing other good habits which I ignored all my life.

Alana Rister, Ph.D.
3 years ago
Don't rely on lessons you learned with a small audience.
My growth-killing mistake
When you initially start developing your audience, you need guidance.
What does my audience like? What do they not like? How can I grow more?
When I started writing two years ago, I inquired daily. Taking cues from your audience to develop more valuable content is a good concept, but it's simple to let them destroy your growth.
A small audience doesn't represent the full picture.
When I had fewer than 100 YouTube subscribers, I tried several video styles and topics. I looked to my audience for what to preserve and what to change.
If my views, click-through rate, or average view % dropped, that topic or style was awful. Avoiding that style helped me grow.
Vlogs, talking head videos on writing, and long-form tutorials didn't fare well.
Since I was small, I've limited the types of films I make. I have decided to make my own videos.
Surprisingly, the videos I avoided making meet or exceed my views, CTR, and audience retention.
A limited audience can't tell you what your tribe wants. Therefore, limiting your innovation will prohibit you from reaching the right audience. Finding them may take longer.
Large Creators Experience The Same Issue
In the last two years, I've heard Vanessa Lau and Cathrin Manning say they felt pigeonholed into generating videos they didn't want to do.
Why does this happen over and over again?
Once you have a popular piece of content, your audience will grow. So when you publish inconsistent material, fewer of your new audience will view it. You interpret the drop in views as a sign that your audience doesn't want the content, so you stop making it.
Repeat this procedure a few times, and you'll create stuff you're not passionate about because you're frightened to publish it.
How to Manage Your Creativity and Audience Development
I'm not recommending you generate random content.
Instead of feeling trapped by your audience, you can cultivate a diverse audience.
Create quality material on a range of topics and styles as you improve. Be creative until you get 100 followers. Look for comments on how to improve your article.
If you observe trends in the types of content that expand your audience, focus 50-75% of your material on those trends. Allow yourself to develop 25% non-performing material.
This method can help you expand your audience faster with your primary trends and like all your stuff. Slowly, people will find 25% of your material, which will boost its performance.
How to Expand Your Audience Without Having More Limited Content
Follow these techniques to build your audience without feeling confined.
Don't think that you need restrict yourself to what your limited audience prefers.
Don't let the poor performance of your desired material demotivate you.
You shouldn't restrict the type of content you publish or the themes you cover when you have less than 100 followers.
When your audience expands, save 25% of your content for your personal interests, regardless of how well it does.

Dani Herrera
3 years ago
What prevents companies from disclosing salary information?
Yes, salary details ought to be mentioned in job postings. Recruiters and candidates both agree, so why doesn't it happen?
The short answer is “Unfortunately, it’s not the Recruiter’s decision”. The longer answer is well… A LOT.
Starting in November 2022, NYC employers must include salary ranges in job postings. It should have started in May, but companies balked.
I'm thrilled about salary transparency. This decision will promote fair, inclusive, and equitable hiring practices, and I'm sure other states will follow suit. Good news!
Candidates, recruiters, and ED&I practitioners have advocated for pay transparency for years. Why the opposition?
Let's quickly review why companies have trouble sharing salary bands.
💰 Pay Parity
Many companies and leaders still oppose pay parity. Yes, even in 2022.
💰 Pay Equity
Many companies believe in pay parity and have reviewed their internal processes and systems to ensure equality.
However, Pay Equity affects who gets roles/promotions/salary raises/bonuses and when. Enter the pay gap!
💰Pay Transparency and its impact on Talent Retention
Sharing salary bands with external candidates (and the world) means current employees will have access to that information, which is one of the main reasons companies don't share salary data.
If a company has Pay Parity and Pay Equity issues, they probably have a Pay Transparency policy as well.
Sharing salary information with external candidates without ensuring current employees understand their own salary bands and how promotions/raises are decided could impact talent retention strategies.
This information should help clarify recent conversations.
