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.
Rishi Dean
3 years ago
Coinbase's web3 app
Use popular Ethereum dapps with Coinbase’s new dapp wallet and browser
Tl;dr: This post highlights the ability to access web3 directly from your Coinbase app using our new dapp wallet and browser.
Decentralized autonomous organizations (DAOs) and decentralized finance (DeFi) have gained popularity in the last year (DAOs). The total value locked (TVL) of DeFi investments on the Ethereum blockchain has grown to over $110B USD, while NFTs sales have grown to over $30B USD in the last 12 months (LTM). New innovative real-world applications are emerging every day.
Today, a small group of Coinbase app users can access Ethereum-based dapps. Buying NFTs on Coinbase NFT and OpenSea, trading on Uniswap and Sushiswap, and borrowing and lending on Curve and Compound are examples.
Our new dapp wallet and dapp browser enable you to access and explore web3 directly from your Coinbase app.
Web3 in the Coinbase app
Users can now access dapps without a recovery phrase. This innovative dapp wallet experience uses Multi-Party Computation (MPC) technology to secure your on-chain wallet. This wallet's design allows you and Coinbase to share the 'key.' If you lose access to your device, the key to your dapp wallet is still safe and Coinbase can help recover it.
Set up your new dapp wallet by clicking the "Browser" tab in the Android app's navigation bar. Once set up, the Coinbase app's new dapp browser lets you search, discover, and use Ethereum-based dapps.
Looking forward
We want to enable everyone to seamlessly and safely participate in web3, and today’s launch is another step on that journey. We're rolling out the new dapp wallet and browser in the US on Android first to a small subset of users and plan to expand soon. Stay tuned!
Robert Kim
3 years ago
Crypto Legislation Might Progress Beyond Talk in 2022
Financial regulators have for years attempted to apply existing laws to the multitude of issues created by digital assets. In 2021, leading federal regulators and members of Congress have begun to call for legislation to address these issues. As a result, 2022 may be the year when federal legislation finally addresses digital asset issues that have been growing since the mining of the first Bitcoin block in 2009.
Digital Asset Regulation in the Absence of Legislation
So far, Congress has left the task of addressing issues created by digital assets to regulatory agencies. Although a Congressional Blockchain Caucus formed in 2016, House and Senate members introduced few bills addressing digital assets until 2018. As of October 2021, Congress has not amended federal laws on financial regulation, which were last significantly revised by the Dodd-Frank Act in 2010, to address digital asset issues.
In the absence of legislation, issues that do not fit well into existing statutes have created problems. An example is the legal status of digital assets, which can be considered to be either securities or commodities, and can even shift from one to the other over time. Years after the SEC’s 2017 report applying the definition of a security to digital tokens, the SEC and the CFTC have yet to clarify the distinction between securities and commodities for the thousands of digital assets in existence.
SEC Chair Gary Gensler has called for Congress to act, stating in August, “We need additional Congressional authorities to prevent transactions, products, and platforms from falling between regulatory cracks.” Gensler has reached out to Sen. Elizabeth Warren (D-Ma.), who has expressed her own concerns about the need for legislation.
Legislation on Digital Assets in 2021
While regulators and members of Congress talked about the need for legislation, and the debate over cryptocurrency tax reporting in the 2021 infrastructure bill generated headlines, House and Senate bills proposing specific solutions to various issues quietly started to emerge.
Digital Token Sales
Several House bills attempt to address securities law barriers to digital token sales—some of them by building on ideas proposed by regulators in past years.
Exclusion from the definition of a security. Congressional Blockchain Caucus members have been introducing bills to exclude digital tokens from the definition of a security since 2018, and they have revived those bills in 2021. They include the Token Taxonomy Act of 2021 (H.R. 1628), successor to identically named bills in 2018 and 2019, and the Securities Clarity Act (H.R. 4451), successor to a 2020 namesake.
Safe harbor. SEC Commissioner Hester Peirce proposed a regulatory safe harbor for token sales in 2020, and two 2021 bills have proposed statutory safe harbors. Rep. Patrick McHenry (R-N.C.), Republican leader of the House Financial Services Committee, introduced a Clarity for Digital Tokens Act of 2021 (H.R. 5496) that would amend the Securities Act to create a safe harbor providing a grace period of exemption from Securities Act registration requirements. The Digital Asset Market Structure and Investor Protection Act (H.R. 4741) from Rep. Don Beyer (D-Va.) would amend the Securities Exchange Act to define a new type of security—a “digital asset security”—and add issuers of digital asset securities to an existing provision for delayed registration of securities.
Stablecoins
Stablecoins—digital currencies linked to the value of the U.S. dollar or other fiat currencies—have not yet been the subject of regulatory action, although Treasury Secretary Janet Yellen and Federal Reserve Chair Jerome Powell have each underscored the need to create a regulatory framework for them. The Beyer bill proposes to create a regulatory regime for stablecoins by amending Title 31 of the U.S. Code. Treasury Department approval would be required for any “digital asset fiat-based stablecoin” to be issued or used, under an application process to be established by Treasury in consultation with the Federal Reserve, the SEC, and the CFTC.
Serious consideration for any of these proposals in the current session of Congress may be unlikely. A spate of autumn bills on crypto ransom payments (S. 2666, S. 2923, S. 2926, H.R. 5501) shows that Congress is more inclined to pay attention first to issues that are more spectacular and less arcane. Moreover, the arcaneness of digital asset regulatory issues is likely only to increase further, now that major industry players such as Coinbase and Andreessen Horowitz are starting to roll out their own regulatory proposals.
Digital Dollar vs. Digital Yuan
Impetus to pass legislation on another type of digital asset, a central bank digital currency (CBDC), may come from a different source: rivalry with China.
China established itself as a world leader in developing a CBDC with a pilot project launched in 2020, and in 2021, the People’s Bank of China announced that its CBDC will be used at the Beijing Winter Olympics in February 2022. Republican Senators responded by calling for the U.S. Olympic Committee to forbid use of China’s CBDC by U.S. athletes in Beijing and introducing a bill (S. 2543) to require a study of its national security implications.
The Beijing Olympics could motivate a legislative mandate to accelerate implementation of a U.S. digital dollar, which the Federal Reserve has been in the process of considering in 2021. Antecedents to such legislation already exist. A House bill sponsored by 46 Republicans (H.R. 4792) has a provision that would require the Treasury Department to assess China’s CBDC project and report on the status of Federal Reserve work on a CBDC, and the Beyer bill includes a provision amending the Federal Reserve Act to authorize issuing a digital dollar.
Both parties are likely to support creating a digital dollar. The Covid-19 pandemic made a digital dollar for delivery of relief payments a popular idea in 2020, and House Democrats introduced bills with provisions for creating one in 2020 and 2021. Bipartisan support for a bill on a digital dollar, based on concerns both foreign and domestic in nature, could result.
International rivalry and bipartisan support may make the digital dollar a gateway issue for digital asset legislation in 2022. Legislative work on a digital dollar may open the door for considering further digital asset issues—including the regulatory issues that have been emerging for years—in 2022 and beyond.
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Josef Cruz
3 years ago
My friend worked in a startup scam that preys on slothful individuals.
He explained everything.
A drinking buddy confessed. Alexander. He says he works at a startup based on a scam, which appears too clever to be a lie.
Alexander (assuming he developed the story) or the startup's creator must have been a genius.
This is the story of an Internet scam that targets older individuals and generates tens of millions of dollars annually.
The business sells authentic things at 10% of their market value. This firm cannot be lucrative, but the entrepreneur has a plan: monthly subscriptions to a worthless service.
The firm can then charge the customer's credit card to settle the gap. The buyer must subscribe without knowing it. What's their strategy?
How does the con operate?
Imagine a website with a split homepage. On one page, the site offers an attractive goods at a ridiculous price (from 1 euro to 10% of the product's market worth).
Same product, but with a stupid monthly subscription. Business is unsustainable. They buy overpriced products and resell them too cheaply, hoping customers will subscribe to a useless service.
No customer will want this service. So they create another illegal homepage that hides the monthly subscription offer. After an endless scroll, a box says Yes, I want to subscribe to a service that costs x dollars per month.
Unchecking the checkbox bugs. When a customer buys a product on this page, he's enrolled in a monthly subscription. Not everyone should see it because it's illegal. So what does the startup do?
A page that varies based on the sort of website visitor, a possible consumer or someone who might be watching the startup's business
Startup technicians make sure the legal page is displayed when the site is accessed normally. Typing the web address in the browser, using Google, etc. The page crashes when buying a goods, preventing the purchase.
This avoids the startup from selling a product at a loss because the buyer won't subscribe to the worthless service and charge their credit card each month.
The illegal page only appears if a customer clicks on a Google ad, indicating interest in the offer.
Alexander says that a banker, police officer, or anyone else who visits the site (maybe for control) will only see a valid and buggy site as purchases won't be possible.
The latter will go to the site in the regular method (by typing the address in the browser, using Google, etc.) and not via an online ad.
Those who visit from ads are likely already lured by the site's price. They'll be sent to an illegal page that requires a subscription.
Laziness is humanity's secret weapon. The ordinary person ignores tiny monthly credit card charges. The subscription lasts around a year before the customer sees an unexpected deduction.
After-sales service (ASS) is useful in this situation.
After-sales assistance begins when a customer notices slight changes on his credit card, usually a year later.
The customer will search Google for the direct debit reference. How he'll complain to after-sales service.
It's crucial that ASS appears in the top 4/5 Google search results. This site must be clear, and offer chat, phone, etc., he argues.
The pigeon must be comforted after waking up. The customer learns via after-sales service that he subscribed to a service while buying the product, which justifies the debits on his card.
The customer will then clarify that he didn't intend to make the direct debits. The after-sales care professional will pretend to listen to the customer's arguments and complaints, then offer to unsubscribe him for free because his predicament has affected him.
In 99% of cases, the consumer is satisfied since the after-sales support unsubscribed him for free, and he forgets the debited amounts.
The remaining 1% is split between 0.99% who are delighted to be reimbursed and 0.01%. We'll pay until they're done. The customer should be delighted, not object or complain, and keep us beneath the radar (their situation is resolved, the rest, they don’t care).
It works, so we expand our thinking.
Startup has considered industrialization. Since this fraud is working, try another. Automate! So they used a site generator (only for product modifications), underpaid phone operators for after-sales service, and interns for fresh product ideas.
The company employed a data scientist. This has allowed the startup to recognize that specific customer profiles can be re-registered in the database and that it will take X months before they realize they're subscribing to a worthless service. Customers are re-subscribed to another service, then unsubscribed before realizing it.
Alexander took months to realize the deception and leave. Lawyers and others apparently threatened him and former colleagues who tried to talk about it.
The startup would have earned prizes and competed in contests. He adds they can provide evidence to any consumer group, media, police/gendarmerie, or relevant body. When I submitted my information to the FBI, I was told, "We know, we can't do much.", he says.
Matthew Royse
3 years ago
These 10 phrases are unprofessional at work.
Successful workers don't talk this way.
"I know it's unprofessional, but I can't stop." — Author Sandy Hall
Do you realize your unprofessionalism? Do you care? Self-awareness?
Everyone can improve their unprofessionalism. Some workplace phrases and words shouldn't be said.
People often say out loud what they're thinking. They show insecurity, incompetence, and disrespect.
"Think before you speak," goes the saying.
Some of these phrases are "okay" in certain situations, but you'll lose colleagues' respect if you use them often.
Your word choice. Your tone. Your intentions. They matter.
Choose your words carefully to build work relationships and earn peer respect. You should build positive relationships with coworkers and clients.
These 10 phrases are unprofessional.
1. That Meeting Really Sucked
Wow! Were you there? You should be responsible if you attended. You can influence every conversation.
Alternatives
Improve the meeting instead of complaining afterward. Make it more meaningful and productive.
2. Not Sure if You Saw My Last Email
Referencing a previous email irritates people. Email follow-up can be difficult. Most people get tons of emails a day, so it may have been buried, forgotten, or low priority.
Alternatives
It's okay to follow up, but be direct, short, and let the recipient "save face"
3. Any Phrase About Sex, Politics, and Religion
Discussing sex, politics, and religion at work is foolish. If you discuss these topics, you could face harassment lawsuits.
Alternatives
Keep quiet about these contentious issues. Don't touch them.
4. I Know What I’m Talking About
Adding this won't persuade others. Research, facts, and topic mastery are key to persuasion. If you're knowledgeable, you don't need to say this.
Alternatives
Please don’t say it at all. Justify your knowledge.
5. Per Our Conversation
This phrase sounds like legal language. You seem to be documenting something legally. Cold, stern, and distant. "As discussed" sounds inauthentic.
Alternatives
It was great talking with you earlier; here's what I said.
6. Curse-Word Phrases
Swearing at work is unprofessional. You never know who's listening, so be careful. A child may be at work or on a Zoom or Teams call. Workplace cursing is unacceptable.
Alternatives
Avoid adult-only words.
7. I Hope This Email Finds You Well
This is a unique way to wish someone well. This phrase isn't as sincere as the traditional one. When you talk about the email, you're impersonal.
Alternatives
Genuinely care for others.
8. I Am Really Stressed
Happy, strong, stress-managing coworkers are valued. Manage your own stress. Exercise, sleep, and eat better.
Alternatives
Everyone has stress, so manage it. Don't talk about your stress.
9. I Have Too Much to Do
You seem incompetent. People think you can't say "no" or have poor time management. If you use this phrase, you're telling others you may need to change careers.
Alternatives
Don't complain about your workload; just manage it.
10. Bad Closing Salutations
"Warmly," "best," "regards," and "warm wishes" are common email closings. This conclusion sounds impersonal. Why use "warmly" for finance's payment status?
Alternatives
Personalize the closing greeting to the message and recipient. Use "see you tomorrow" or "talk soon" as closings.
Bringing It All Together
These 10 phrases are unprofessional at work. That meeting sucked, not sure if you saw my last email, and sex, politics, and religion phrases.
Also, "I know what I'm talking about" and any curse words. Also, avoid phrases like I hope this email finds you well, I'm stressed, and I have too much to do.
Successful workers communicate positively and foster professionalism. Don't waste chances to build strong work relationships by being unprofessional.
“Unprofessionalism damages the business reputation and tarnishes the trust of society.” — Pearl Zhu, an American author
This post is a summary. Read full article here
Duane Michael
2 years ago
Don't Fall Behind: 7 Subjects You Must Understand to Keep Up with Technology
As technology develops, you should stay up to date
You don't want to fall behind, do you? This post covers 7 tech-related things you should know.
You'll learn how to operate your computer (and other electronic devices) like an expert and how to leverage the Internet and social media to create your brand and business. Read on to stay relevant in today's tech-driven environment.
You must learn how to code.
Future-language is coding. It's how we and computers talk. Learn coding to keep ahead.
Try Codecademy or Code School. There are also numerous free courses like Coursera or Udacity, but they take a long time and aren't necessarily self-paced, so it can be challenging to find the time.
Artificial intelligence (AI) will transform all jobs.
Our skillsets must adapt with technology. AI is a must-know topic. AI will revolutionize every employment due to advances in machine learning.
Here are seven AI subjects you must know.
What is artificial intelligence?
How does artificial intelligence work?
What are some examples of AI applications?
How can I use artificial intelligence in my day-to-day life?
What jobs have a high chance of being replaced by artificial intelligence and how can I prepare for this?
Can machines replace humans? What would happen if they did?
How can we manage the social impact of artificial intelligence and automation on human society and individual people?
Blockchain Is Changing the Future
Few of us know how Bitcoin and blockchain technology function or what impact they will have on our lives. Blockchain offers safe, transparent, tamper-proof transactions.
It may alter everything from business to voting. Seven must-know blockchain topics:
Describe blockchain.
How does the blockchain function?
What advantages does blockchain offer?
What possible uses for blockchain are there?
What are the dangers of blockchain technology?
What are my options for using blockchain technology?
What does blockchain technology's future hold?
Cryptocurrencies are here to stay
Cryptocurrencies employ cryptography to safeguard transactions and manage unit creation. Decentralized cryptocurrencies aren't controlled by governments or financial institutions.
Bitcoin, the first cryptocurrency, was launched in 2009. Cryptocurrencies can be bought and sold on decentralized exchanges.
Bitcoin is here to stay.
Bitcoin isn't a fad, despite what some say. Since 2009, Bitcoin's popularity has grown. Bitcoin is worth learning about now. Since 2009, Bitcoin has developed steadily.
With other cryptocurrencies emerging, many people are wondering if Bitcoin still has a bright future. Curiosity is natural. Millions of individuals hope their Bitcoin investments will pay off since they're popular now.
Thankfully, they will. Bitcoin is still running strong a decade after its birth. Here's why.
The Internet of Things (IoT) is no longer just a trendy term.
IoT consists of internet-connected physical items. These items can share data. IoT is young but developing fast.
20 billion IoT-connected devices are expected by 2023. So much data! All IT teams must keep up with quickly expanding technologies. Four must-know IoT topics:
Recognize the fundamentals: Priorities first! Before diving into more technical lingo, you should have a fundamental understanding of what an IoT system is. Before exploring how something works, it's crucial to understand what you're working with.
Recognize Security: Security does not stand still, even as technology advances at a dizzying pace. As IT professionals, it is our duty to be aware of the ways in which our systems are susceptible to intrusion and to ensure that the necessary precautions are taken to protect them.
Be able to discuss cloud computing: The cloud has seen various modifications over the past several years once again. The use of cloud computing is also continually changing. Knowing what kind of cloud computing your firm or clients utilize will enable you to make the appropriate recommendations.
Bring Your Own Device (BYOD)/Mobile Device Management (MDM) is a topic worth discussing (MDM). The ability of BYOD and MDM rules to lower expenses while boosting productivity among employees who use these services responsibly is a major factor in their continued growth in popularity.
IoT Security is key
As more gadgets connect, they must be secure. IoT security includes securing devices and encrypting data. Seven IoT security must-knows:
fundamental security ideas
Authorization and identification
Cryptography
electronic certificates
electronic signatures
Private key encryption
Public key encryption
Final Thoughts
With so much going on in the globe, it can be hard to stay up with technology. We've produced a list of seven tech must-knows.