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Nathan Reiff

Nathan Reiff

3 years ago

Howey Test and Cryptocurrencies: 'Every ICO Is a Security'

What Is the Howey Test?

To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts." 

The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.

Understanding the Howey Test

The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land. 

The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.

This established four criteria for determining an investment contract. Investing contract:

  1. An investment of money
  2. n a common enterprise
  3. With the expectation of profit
  4. To be derived from the efforts of others

In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.

Howey Test and Cryptocurrencies

Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.

The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test. 

Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."

For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.

These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."

Special Considerations

If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register. 

In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry. 

Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities. 

SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'

Howey Test FAQs

How Do You Determine If Something Is a Security?

The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.

The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.

Why Is Bitcoin Not a Security?

Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.

Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities. 

A Security Defined by the SEC

In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.

The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:

  • An investment contract's existence
  • The formation of a common enterprise
  • The issuer's profit promise
  • Third-party promotion of the offering

Read original post.

More on Web3 & Crypto

Stephen Moore

Stephen Moore

3 years ago

Web 2 + Web 3 = Web 5.

Monkey jpegs and shitcoins have tarnished Web3's reputation. Let’s move on.

Web3 was called "the internet's future."

Well, 'crypto bros' shouted about it loudly.

As quickly as it arrived to be the next internet, it appears to be dead. It's had scandals, turbulence, and crashes galore:

  • Web 3.0's cryptocurrencies have crashed. Bitcoin's all-time high was $66,935. This month, Ethereum fell from $2130 to $1117. Six months ago, the cryptocurrency market peaked at $3 trillion. Worst is likely ahead.

  • Gas fees make even the simplest Web3 blockchain transactions unsustainable.

  • Terra, Luna, and other dollar pegs collapsed, hurting crypto markets. Celsius, a crypto lender backed by VCs and Canada's second-largest pension fund, and Binance, a crypto marketplace, have withheld money and coins. They're near collapse.

  • NFT sales are falling rapidly and losing public interest.

Web3 has few real-world uses, like most crypto/blockchain technologies. Web3's image has been tarnished by monkey profile pictures and shitcoins while failing to become decentralized (the whole concept is controlled by VCs).

The damage seems irreparable, leaving Web3 in the gutter.

Step forward our new saviour — Web5

Fear not though, as hero awaits to drag us out of the Web3 hellscape. Jack Dorsey revealed his plan to save the internet quickly.

Dorsey has long criticized Web3, believing that VC capital and silicon valley insiders have created a centralized platform. In a tweet that upset believers and VCs (he was promptly blocked by Marc Andreessen), Dorsey argued, "You don't own "Web3." VCs and LPs do. Their incentives prevent it. It's a centralized organization with a new name.

Dorsey announced Web5 on June 10 in a very Elon-like manner. Block's TBD unit will work on the project (formerly Square).

Web5's pitch is that users will control their own data and identity. Bitcoin-based. Sound familiar? The presentation pack's official definition emphasizes decentralization. Web5 is a decentralized web platform that enables developers to write decentralized web apps using decentralized identifiers, verifiable credentials, and decentralized web nodes, returning ownership and control over identity and data to individuals.

Web5 would be permission-less, open, and token-less. What that means for Earth is anyone's guess. Identity. Ownership. Blockchains. Bitcoin. Different.

Web4 appears to have been skipped, forever destined to wish it could have shown the world what it could have been. (It was probably crap.) As this iteration combines Web2 and Web3, simple math and common sense add up to 5. Or something.

Dorsey and his team have had this idea simmering for a while. Daniel Buchner, a member of Block's Decentralized Identity team, said, "We're finishing up Web5's technical components."

Web5 could be the project that decentralizes the internet. It must be useful to users and convince everyone to drop the countless Web3 projects, products, services, coins, blockchains, and websites being developed as I write this.

Web5 may be too late for Dorsey and the incoming flood of creators.

Web6 is planned!

The next months and years will be hectic and less stable than the transition from Web 1.0 to Web 2.0. 

  • Web1 was around 1991-2004.

  • Web2 ran from 2004 to 2021. (though the Web3 term was first used in 2014, it only really gained traction years later.)

  • Web3 lasted a year.

  • Web4 is dead.

Silicon Valley billionaires are turning it into a startup-style race, each disrupting the next iteration until they crack it. Or destroy it completely.

Web5 won't last either.

CyberPunkMetalHead

CyberPunkMetalHead

3 years ago

It's all about the ego with Terra 2.0.

UST depegs and LUNA crashes 99.999% in a fraction of the time it takes the Moon to orbit the Earth.

Fat Man, a Terra whistle-blower, promises to expose Do Kwon's dirty secrets and shady deals.

The Terra community has voted to relaunch Terra LUNA on a new blockchain. The Terra 2.0 Pheonix-1 blockchain went live on May 28, 2022, and people were airdropped the new LUNA, now called LUNA, while the old LUNA became LUNA Classic.

Does LUNA deserve another chance? To answer this, or at least start a conversation about the Terra 2.0 chain's advantages and limitations, we must assess its fundamentals, ideology, and long-term vision.

Whatever the result, our analysis must be thorough and ruthless. A failure of this magnitude cannot happen again, so we must magnify every potential breaking point by 10.

Will UST and LUNA holders be compensated in full?

The obvious. First, and arguably most important, is to restore previous UST and LUNA holders' bags.

Terra 2.0 has 1,000,000,000,000 tokens to distribute.

  • 25% of a community pool

  • Holders of pre-attack LUNA: 35%

  • 10% of aUST holders prior to attack

  • Holders of LUNA after an attack: 10%

  • UST holders as of the attack: 20%

Every LUNA and UST holder has been compensated according to the above proposal.

According to self-reported data, the new chain has 210.000.000 tokens and a $1.3bn marketcap. LUNC and UST alone lost $40bn. The new token must fill this gap. Since launch:

LUNA holders collectively own $1b worth of LUNA if we subtract the 25% community pool airdrop from the current market cap and assume airdropped LUNA was never sold.

At the current supply, the chain must grow 40 times to compensate holders. At the current supply, LUNA must reach $240.

LUNA needs a full-on Bull Market to make LUNC and UST holders whole.

Who knows if you'll be whole? From the time you bought to the amount and price, there are too many variables to determine if Terra can cover individual losses.

The above distribution doesn't consider individual cases. Terra didn't solve individual cases. It would have been huge.

What does LUNA offer in terms of value?

UST's marketcap peaked at $18bn, while LUNC's was $41bn. LUNC and UST drove the Terra chain's value.

After it was confirmed (again) that algorithmic stablecoins are bad, Terra 2.0 will no longer support them.

Algorithmic stablecoins contributed greatly to Terra's growth and value proposition. Terra 2.0 has no product without algorithmic stablecoins.

Terra 2.0 has an identity crisis because it has no actual product. It's like Volkswagen faking carbon emission results and then stopping car production.

A project that has already lost the trust of its users and nearly all of its value cannot survive without a clear and in-demand use case.

Do Kwon, how about him?

Oh, the Twitter-caller-poor? Who challenges crypto billionaires to break his LUNA chain? Who dissolved Terra Labs South Korea before depeg? Arrogant guy?

That's not a good image for LUNA, especially when making amends. I think he should step down and let a nicer person be Terra 2.0's frontman.

The verdict

Terra has a terrific community with an arrogant, unlikeable leader. The new LUNA chain must grow 40 times before it can start making up its losses, and even then, not everyone's losses will be covered.

I won't invest in Terra 2.0 or other algorithmic stablecoins in the near future. I won't be near any Do Kwon-related project within 100 miles. My opinion.

Can Terra 2.0 be saved? Comment below.

rekt

rekt

4 years ago

LCX is the latest CEX to have suffered a private key exploit.

The attack began around 10:30 PM +UTC on January 8th.

Peckshield spotted it first, then an official announcement came shortly after.

We’ve said it before; if established companies holding millions of dollars of users’ funds can’t manage their own hot wallet security, what purpose do they serve?

The Unique Selling Proposition (USP) of centralised finance grows smaller by the day.

The official incident report states that 7.94M USD were stolen in total, and that deposits and withdrawals to the platform have been paused.

LCX hot wallet: 0x4631018f63d5e31680fb53c11c9e1b11f1503e6f

Hacker’s wallet: 0x165402279f2c081c54b00f0e08812f3fd4560a05

Stolen funds:

  • 162.68 ETH (502,671 USD)
  • 3,437,783.23 USDC (3,437,783 USD)
  • 761,236.94 EURe (864,840 USD)
  • 101,249.71 SAND Token (485,995 USD)
  • 1,847.65 LINK (48,557 USD)
  • 17,251,192.30 LCX Token (2,466,558 USD)
  • 669.00 QNT (115,609 USD)
  • 4,819.74 ENJ (10,890 USD)
  • 4.76 MKR (9,885 USD)

**~$1M worth of $LCX remains in the address, along with 611k EURe which has been frozen by Monerium.

The rest, a total of 1891 ETH (~$6M) was sent to Tornado Cash.**

Why can’t they keep private keys private?

Is it really that difficult for a traditional corporate structure to maintain good practice?

CeFi hacks leave us with little to say - we can only go on what the team chooses to tell us.

Next time, they can write this article themselves.

See below for a template.

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Sad NoCoiner

Sad NoCoiner

3 years ago

Two Key Money Principles You Should Understand But Were Never Taught

Prudence is advised. Be debt-free. Be frugal. Spend less.

This advice sounds nice, but it rarely works.

Most people never learn these two money rules. Both approaches will impact how you see personal finance.

It may safeguard you from inflation or the inability to preserve money.

Let’s dive in.

#1: Making long-term debt your ally

High-interest debt hurts consumers. Many credit cards carry 25% yearly interest (or more), so always pay on time. Otherwise, you’re losing money.

Some low-interest debt is good. Especially when buying an appreciating asset with borrowed money.

Inflation helps you.

If you borrow $800,000 at 3% interest and invest it at 7%, you'll make $32,000 (4%).

As money loses value, fixed payments get cheaper. Your assets' value and cash flow rise.

The never-in-debt crowd doesn't know this. They lose money paying off mortgages and low-interest loans early when they could have bought assets instead.

#2: How To Buy Or Build Assets To Make Inflation Irrelevant

Dozens of studies demonstrate actual wage growth is static; $2.50 in 1964 was equivalent to $22.65 now.

These reports never give solutions unless they're selling gold.

But there is one.

Assets beat inflation.

$100 invested into the S&P 500 would have an inflation-adjusted return of 17,739.30%.

Likewise, you can build assets from nothing.  Doing is easy and quick. The returns can boost your income by 10% or more.

The people who obsess over inflation inadvertently make the problem worse for themselves.  They wait for The Big Crash to buy assets. Or they moan about debt clocks and spending bills instead of seeking a solution.

Conclusion

Being ultra-prudent is like playing golf with a putter to avoid hitting the ball into the water. Sure, you might not slice a drive into the pond. But, you aren’t going to play well either. Or have very much fun.

Money has rules.

Avoiding debt or investment risks will limit your rewards. Long-term, being too cautious hurts your finances.

Disclaimer: This article is for entertainment purposes only. It is not financial advice, always do your own research.

Benjamin Lin

Benjamin Lin

3 years ago

I sold my side project for $20,000: 6 lessons I learned

How I monetized and sold an abandoned side project for $20,000

Unfortunately, there was no real handshake as the sale was transacted entirely online

The Origin Story

I've always wanted to be an entrepreneur but never succeeded. I often had business ideas, made a landing page, and told my buddies. Never got customers.

In April 2021, I decided to try again with a new strategy. I noticed that I had trouble acquiring an initial set of customers, so I wanted to start by acquiring a product that had a small user base that I could grow.

I found a SaaS marketplace called MicroAcquire.com where you could buy and sell SaaS products. I liked Shareit.video, an online Loom-like screen recorder.

Shareit.video didn't generate revenue, but 50 people visited daily to record screencasts.

Purchasing a Failed Side Project

I eventually bought Shareit.video for $12,000 from its owner.

$12,000 was probably too much for a website without revenue or registered users.

I thought time was most important. I could have recreated the website, but it would take months. $12,000 would give me an organized code base and a working product with a few users to monetize.

You should always ask yourself the build vs buy decision when starting a new project

I considered buying a screen recording website and trying to grow it versus buying a new car or investing in crypto with the $12K.

Buying the website would make me a real entrepreneur, which I wanted more than anything.

Putting down so much money would force me to commit to the project and prevent me from quitting too soon.

A Year of Development

I rebranded the website to be called RecordJoy and worked on it with my cousin for about a year. Within a year, we made $5000 and had 3000 users.

We spent $3500 on ads, hosting, and software to run the business.

AppSumo promoted our $120 Life Time Deal in exchange for 30% of the revenue.

We put RecordJoy on maintenance mode after 6 months because we couldn't find a scalable user acquisition channel.

We improved SEO and redesigned our landing page, but nothing worked.

Growth flatlined, so we put the project on maintenance mode

Despite not being able to grow RecordJoy any further, I had already learned so much from working on the project so I was fine with putting it on maintenance mode. RecordJoy still made $500 a month, which was great lunch money.

Getting Taken Over

One of our customers emailed me asking for some feature requests and I replied that we weren’t going to add any more features in the near future. They asked if we'd sell.

We got on a call with the customer and I asked if he would be interested in buying RecordJoy for 15k. The customer wanted around $8k but would consider it.

Since we were negotiating with one buyer, we put RecordJoy on MicroAcquire to see if there were other offers.

Everything is negotiable, including how long the buyer can remain an exclusive buyer and what the payment schedule should be.

We quickly received 10+ offers. We got 18.5k. There was also about $1000 in AppSumo that we could not withdraw, so we agreed to transfer that over for $600 since about 40% of our sales on AppSumo usually end up being refunded.

Lessons Learned

First, create an acquisition channel

We couldn't discover a scalable acquisition route for RecordJoy. If I had to start another project, I'd develop a robust acquisition channel first. It might be LinkedIn, Medium, or YouTube.

Purchase Power of the Buyer Affects Acquisition Price

Some of the buyers we spoke to were individuals looking to buy side projects, as well as companies looking to launch a new product category. Individual buyers had less budgets than organizations.

Customers of AppSumo vary.

AppSumo customers value lifetime deals and low prices, which may not be a good way to build a business with recurring revenue. Designed for AppSumo users, your product may not connect with other users.

Try to increase acquisition trust

Acquisition often fails. The buyer can go cold feet, cease communicating, or run away with your stuff. Trusting the buyer ensures a smooth asset exchange. First acquisition meeting was unpleasant and price negotiation was tight. In later meetings, we spent the first few minutes trying to get to know the buyer’s motivations and background before jumping into the negotiation, which helped build trust.

Operating expenses can reduce your earnings.

Monitor operating costs. We were really happy when we withdrew the $5000 we made from AppSumo and Stripe until we realized that we had spent $3500 in operating fees. Spend money on software and consultants to help you understand what to build.

Don't overspend on advertising

We invested $1500 on Google Ads but made little money. For a side project, it’s better to focus on organic traffic from SEO rather than paid ads unless you know your ads are going to have a positive ROI.

Niharikaa Kaur Sodhi

Niharikaa Kaur Sodhi

3 years ago

The Only Paid Resources I Turn to as a Solopreneur

Image by the author

4 Pricey Tools That Are Valuable

I pay based on ROI (return on investment).

If a $20/month tool or $500 online course doubles my return, I'm in.

Investing helps me build wealth.

Canva Pro

I initially refused to pay.

My course content needed updating a few months ago. My Google Docs text looked cleaner and more professional in Canva.

I've used it to:

  • product cover pages

  • eBook covers

  • Product page infographics

See my Google Sheets vs. Canva product page graph.

Google Sheets vs Canva

Yesterday, I used it to make a LinkedIn video thumbnail. It took less than 5 minutes and improved my video.

Image by the author via canva

In 30 hours, the video had 39,000 views.

Here's more.

HypeFury

Hypefury rocks!

It builds my brand as I sleep. What else?

Because I'm traveling this weekend, I planned tweets for 10 days. It took me 80 minutes.

So while I travel or am absent, my content mill keeps producing.

Also I like:

  • I can reach hundreds of people thanks to auto-DMs. I utilize it to advertise freebies; for instance, leave an emoji remark to receive my checklist. And they automatically receive a message in their DM.

  • Scheduled Retweets: By appearing in a different time zone, they give my tweet a second chance.

It helps me save time and expand my following, so that's my favorite part.

It’s also super neat:

Image by the author

Zoom Pro

My course involves weekly and monthly calls for alumni.

Google Meet isn't great for group calls. The interface isn't great.

Zoom Pro is expensive, and the monthly payments suck, but it's necessary.

It gives my students a smooth experience.

Previously, we'd do 40-minute meetings and then reconvene.

Zoom's free edition limits group calls to 40 minutes.

This wouldn't be a good online course if I paid hundreds of dollars.

So I felt obligated to help.

YouTube Premium

My laptop has an ad blocker.

I bought an iPad recently.

When you're self-employed and work from home, the line between the two blurs. My bed is only 5 steps away!

When I read or watched videos on my laptop, I'd slide into work mode. Only option was to view on phone, which is awkward.

YouTube premium handles it. No more advertisements and I can listen on the move.

3 Expensive Tools That Aren't Valuable

Marketing strategies are sometimes aimed to make you feel you need 38474 cool features when you don’t.

Certain tools are useless.

I found it useless.

Depending on your needs. As a writer and creator, I get no return.

They could for other jobs.

Shield Analytics

It tracks LinkedIn stats, like:

  • follower growth

  • trend chart for impressions

  • Engagement, views, and comment stats for posts

  • and much more.

Middle-tier creator costs $12/month.

I got a 25% off coupon but canceled my free trial before writing this. It's not worth the discount.

Why?

LinkedIn provides free analytics. See:

Screenshot by the author

Not thorough and won't show top posts.

I don't need to see my top posts because I love experimenting with writing.

Slack Premium

Slack was my classroom. Slack provided me a premium trial during the prior cohort.

I skipped it.

Sure, voice notes are better than a big paragraph. I didn't require pro features.

Marketing methods sometimes make you think you need 38474 amazing features. Don’t fall for it.

Calendly Pro

This may be worth it if you get many calls.

I avoid calls. During my 9-5, I had too many pointless calls.

I don't need:

  • ability to schedule calls for 15, 30, or 60 minutes: I just distribute each link separately.

  • I have a Gumroad consultation page with a payment option.

  • follow-up emails: I hardly ever make calls, so

  • I just use one calendar, therefore I link to various calendars.

I'll admit, the integrations are cool. Not for me.

If you're a coach or consultant, the features may be helpful. Or book meetings.

Conclusion

Investing is spending to make money.

Use my technique — put money in tools that help you make money. This separates it from being an investment instead of an expense.

Try free versions of these tools before buying them since everyone else is.