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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

Nabil Alouani

Nabil Alouani

2 years ago

Why Cryptocurrency Is Not Dead Despite the FTX Scam

A fraud, free-market, antifragility tale

Crypto's only rival is public opinion.

In less than a week, mainstream media, bloggers, and TikTokers turned on FTX's founder.

While some were surprised, almost everyone with a keyboard and a Twitter account predicted the FTX collapse. These financial oracles should have warned the 1.2 million people Sam Bankman-Fried duped.

After happening, unexpected events seem obvious to our brains. It's a bug and a feature because it helps us cope with disasters and makes our reasoning suck.

Nobody predicted the FTX debacle. Bloomberg? Politicians. Non-famous. No cryptologists. Who?

When FTX imploded, taking billions of dollars with it, an outrage bomb went off, and the resulting shockwave threatens the crypto market's existence.

As someone who lost more than $78,000 in a crypto scam in 2020, I can only understand people’s reactions.  When the dust settles and rationality returns, we'll realize this is a natural occurrence in every free market.

What specifically occurred with FTX? (Skip if you are aware.)

FTX is a cryptocurrency exchange where customers can trade with cash. It reached #3 in less than two years as the fastest-growing platform of its kind.

FTX's performance helped make SBF the crypto poster boy. Other reasons include his altruistic public image, his support for the Democrats, and his company Alameda Research.

Alameda Research made a fortune arbitraging Bitcoin.

Arbitrage trading uses small price differences between two markets to make money. Bitcoin costs $20k in Japan and $21k in the US. Alameda Research did that for months, making $1 million per day.

Later, as its capital grew, Alameda expanded its trading activities and began investing in other companies.

Let's now discuss FTX.

SBF's diabolic master plan began when he used FTX-created FTT coins to inflate his trading company's balance sheets. He used inflated Alameda numbers to secure bank loans.

SBF used money he printed himself as collateral to borrow billions for capital. Coindesk exposed him in a report.

One of FTX's early investors tweeted that he planned to sell his FTT coins over the next few months. This would be a minor event if the investor wasn't Binance CEO Changpeng Zhao (CZ).

The crypto space saw a red WARNING sign when CZ cut ties with FTX. Everyone with an FTX account and a brain withdrew money. Two events followed. FTT fell from $20 to $4 in less than 72 hours, and FTX couldn't meet withdrawal requests, spreading panic.

SBF reassured FTX users on Twitter. Good assets.

He lied.

SBF falsely claimed FTX had a liquidity crunch. At the time of his initial claims, FTX owed about $8 billion to its customers. Liquidity shortages are usually minor. To get cash, sell assets. In the case of FTX, the main asset was printed FTT coins.

Sam wouldn't get out of trouble even if he slashed the discount (from $20 to $4) and sold every FTT. He'd flood the crypto market with his homemade coins, causing the price to crash.

SBF was trapped. He approached Binance about a buyout, which seemed good until Binance looked at FTX's books.

The original tweet has been removed.

Binance's tweet ended SBF, and he had to apologize, resign as CEO, and file for bankruptcy.

Bloomberg estimated Sam's net worth to be zero by the end of that week. 0!

But that's not all. Twitter investigations exposed fraud at FTX and Alameda Research. SBF used customer funds to trade and invest in other companies.

Thanks to the Twitter indie reporters who made the mainstream press look amateurish. Some Twitter detectives didn't sleep for 30 hours to find answers. Others added to existing threads. Memes were hilarious.

One question kept repeating in my bald head as I watched the Blue Bird. Sam, WTF?

Then I understood.

SBF wanted that FTX becomes a bank.

Think about this. FTX seems healthy a few weeks ago. You buy 2 bitcoins using FTX. You'd expect the platform to take your dollars and debit your wallet, right?

No. They give I-Owe-Yous.

FTX records owing you 2 bitcoins in its internal ledger but doesn't credit your account. Given SBF's tricks, I'd bet on nothing.

What happens if they don't credit my account with 2 bitcoins? Your money goes into FTX's capital, where SBF and his friends invest in marketing, political endorsements, and buying other companies.

Over its two-year existence, FTX invested in 130 companies. Once they make a profit on their purchases, they'll pay you and keep the rest.

One detail makes their strategy dumb. If all FTX customers withdraw at once, everything collapses.

Financially savvy people think FTX's collapse resembles a bank run, and they're right. SBF designed FTX to operate like a bank.

You expect your bank to open a drawer with your name and put $1,000 in it when you deposit $1,000. They deposit $100 in your drawer and create an I-Owe-You for $900. What happens to $900?

Let's sum it up: It's boring and headache-inducing.

When you deposit money in a bank, they can keep 10% and lend the rest. Fractional Reserve Banking is a popular method. Fractional reserves operate within and across banks.

Image by Lukertina Sihombing from Research Gate.

Fractional reserve banking generates $10,000 for every $1,000 deposited. People will pay off their debt plus interest.

As long as banks work together and the economy grows, their model works well.

SBF tried to replicate the system but forgot two details. First, traditional banks need verifiable collateral like real estate, jewelry, art, stocks, and bonds, not digital coupons. Traditional banks developed a liquidity buffer. The Federal Reserve (or Central Bank) injects massive cash into troubled banks.

Massive cash injections come from taxpayers. You and I pay for bankers' mistakes and annual bonuses. Yes, you may think banking is rigged. It's rigged, but it's the best financial game in 150 years. We accept its flaws, including bailouts for too-big-to-fail companies.

Anyway.

SBF wanted Binance's bailout. Binance said no, which was good for the crypto market.

Free markets are resilient.

Nassim Nicholas Taleb coined the term antifragility.

“Some things benefit from shocks; they thrive and grow when exposed to volatility, randomness, disorder, and stressors and love adventure, risk, and uncertainty. Yet, in spite of the ubiquity of the phenomenon, there is no word for the exact opposite of fragile. Let us call it antifragile. Antifragility is beyond resilience or robustness. The resilient resists shocks and stays the same; the antifragile gets better.”

The easiest way to understand how antifragile systems behave is to compare them with other types of systems.

  • Glass is like a fragile system. It snaps when shocked.

  • Similar to rubber, a resilient system. After a stressful episode, it bounces back.

  • A system that is antifragile is similar to a muscle. As it is torn in the gym, it gets stronger.

Stress response of fragile, resilient, and antifragile systems.

Time-changed things are antifragile. Culture, tech innovation, restaurants, revolutions, book sales, cuisine, economic success, and even muscle shape. These systems benefit from shocks and randomness in different ways, but they all pay a price for antifragility.

Same goes for the free market and financial institutions. Taleb's book uses restaurants as an example and ends with a reference to the 2008 crash.

“Restaurants are fragile. They compete with each other. But the collective of local restaurants is antifragile for that very reason. Had restaurants been individually robust, hence immortal, the overall business would be either stagnant or weak and would deliver nothing better than cafeteria food — and I mean Soviet-style cafeteria food. Further, it [the overall business] would be marred with systemic shortages, with once in a while a complete crisis and government bailout.”

Imagine the same thing with banks.

Independent banks would compete to offer the best services. If one of these banks fails, it will disappear. Customers and investors will suffer, but the market will recover from the dead banks' mistakes.

This idea underpins a free market. Bitcoin and other cryptocurrencies say this when criticizing traditional banking.

The traditional banking system's components never die. When a bank fails, the Federal Reserve steps in with a big taxpayer-funded check. This hinders bank evolution. If you don't let banking cells die and be replaced, your financial system won't be antifragile.

The interdependence of banks (centralization) means that one bank's mistake can sink the entire fleet, which brings us to SBF's ultimate travesty with FTX.

FTX has left the cryptocurrency gene pool.

FTX should be decentralized and independent. The super-star scammer invested in more than 130 crypto companies and linked them, creating a fragile banking-like structure. FTX seemed to say, "We exist because centralized banks are bad." But we'll be good, unlike the centralized banking system.

FTX saved several companies, including BlockFi and Voyager Digital.

FTX wanted to be a crypto bank conglomerate and Federal Reserve. SBF wanted to monopolize crypto markets. FTX wanted to be in bed with as many powerful people as possible, so SBF seduced politicians and celebrities.

Worst? People who saw SBF's plan flaws praised him. Experts, newspapers, and crypto fans praised FTX. When billions pour in, it's hard to realize FTX was acting against its nature.

Then, they act shocked when they realize FTX's fall triggered a domino effect. Some say the damage could wipe out the crypto market, but that's wrong.

Cell death is different from body death.

FTX is out of the game despite its size. Unfit, it fell victim to market natural selection.

Next?

The challengers keep coming. The crypto economy will improve with each failure.

Free markets are antifragile because their fragile parts compete, fostering evolution. With constructive feedback, evolution benefits customers and investors.

FTX shows that customers don't like being scammed, so the crypto market's health depends on them. Charlatans and con artists are eliminated quickly or slowly.

Crypto isn't immune to collapse. Cryptocurrencies can go extinct like biological species. Antifragility isn't immortality. A few more decades of evolution may be enough for humans to figure out how to best handle money, whether it's bitcoin, traditional banking, gold, or something else.

Keep your BS detector on. Start by being skeptical of this article's finance-related claims. Even if you think you understand finance, join the conversation.

We build a better future through dialogue. So listen, ask, and share. When you think you can't find common ground with the opposing view, remember:

Sam Bankman-Fried lied.

Max Parasol

Max Parasol

3 years ago

What the hell is Web3 anyway?

"Web 3.0" is a trendy buzzword with a vague definition. Everyone agrees it has to do with a blockchain-based internet evolution, but what is it?

Yet, the meaning and prospects for Web3 have become hot topics in crypto communities. Big corporations use the term to gain a foothold in the space while avoiding the negative connotations of “crypto.”

But it can't be evaluated without a definition.

Among those criticizing Web3's vagueness is Cobie:

“Despite the dominie's deluge of undistinguished think pieces, nobody really agrees on what Web3 is. Web3 is a scam, the future, tokenizing the world, VC exit liquidity, or just another name for crypto, depending on your tribe.

“Even the crypto community is split on whether Bitcoin is Web3,” he adds.

The phrase was coined by an early crypto thinker, and the community has had years to figure out what it means. Many ideologies and commercial realities have driven reverse engineering.

Web3 is becoming clearer as a concept. It contains ideas. It was probably coined by Ethereum co-founder Gavin Wood in 2014. His definition of Web3 included “trustless transactions” as part of its tech stack. Wood founded the Web3 Foundation and the Polkadot network, a Web3 alternative future.

The 2013 Ethereum white paper had previously allowed devotees to imagine a DAO, for example.

Web3 now has concepts like decentralized autonomous organizations, sovereign digital identity, censorship-free data storage, and data divided by multiple servers. They intertwine discussions about the “Web3” movement and its viability.

These ideas are linked by Cobie's initial Web3 definition. A key component of Web3 should be “ownership of value” for one's own content and data.

Noting that “late-stage capitalism greedcorps that make you buy a fractionalized micropayment NFT on Cardano to operate your electric toothbrush” may build the new web, he notes that “crypto founders are too rich to care anymore.”

Very Important

Many critics of Web3 claim it isn't practical or achievable. Web3 critics like Moxie Marlinspike (creator of sslstrip and Signal/TextSecure) can never see people running their own servers. Early in January, he argued that protocols are more difficult to create than platforms.

While this is true, some projects, like the file storage protocol IPFS, allow users to choose which jurisdictions their data is shared between.

But full decentralization is a difficult problem. Suhaza, replying to Moxie, said:

”People don't want to run servers... Companies are now offering API access to an Ethereum node as a service... Almost all DApps interact with the blockchain using Infura or Alchemy. In fact, when a DApp uses a wallet like MetaMask to interact with the blockchain, MetaMask is just calling Infura!

So, here are the questions: Web3: Is it a go? Is it truly decentralized?

Web3 history is shaped by Web2 failure.

This is the story of how the Internet was turned upside down...

Then came the vision. Everyone can create content for free. Decentralized open-source believers like Tim Berners-Lee popularized it.

Real-world data trade-offs for content creation and pricing.

A giant Wikipedia page married to a giant Craig's List. No ads, no logins, and a private web carve-up. For free usage, you give up your privacy and data to the algorithmic targeted advertising of Web 2.

Our data is centralized and savaged by giant corporations. Data localization rules and geopolitical walls like China's Great Firewall further fragment the internet.

The decentralized Web3 reflects Berners-original Lee's vision: "No permission is required from a central authority to post anything... there is no central controlling node and thus no single point of failure." Now he runs Solid, a Web3 data storage startup.

So Web3 starts with decentralized servers and data privacy.

Web3 begins with decentralized storage.

Data decentralization is a key feature of the Web3 tech stack. Web2 has closed databases. Large corporations like Facebook, Google, and others go to great lengths to collect, control, and monetize data. We want to change it.

Amazon, Google, Microsoft, Alibaba, and Huawei, according to Gartner, currently control 80% of the global cloud infrastructure market. Web3 wants to change that.

Decentralization enlarges power structures by giving participants a stake in the network. Users own data on open encrypted networks in Web3. This area has many projects.

Apps like Filecoin and IPFS have led the way. Data is replicated across multiple nodes in Web3 storage providers like Filecoin.

But the new tech stack and ideology raise many questions.

Giving users control over their data

According to Ryan Kris, COO of Verida, his “Web3 vision” is “empowering people to control their own data.”

Verida targets SDKs that address issues in the Web3 stack: identity, messaging, personal storage, and data interoperability.

A big app suite? “Yes, but it's a frontier technology,” he says. They are currently building a credentialing system for decentralized health in Bermuda.

By empowering individuals, how will Web3 create a fairer internet? Kris, who has worked in telecoms, finance, cyber security, and blockchain consulting for decades, admits it is difficult:

“The viability of Web3 raises some good business questions,” he adds. “How can users regain control over centralized personal data? How are startups motivated to build products and tools that support this transition? How are existing Web2 companies encouraged to pivot to a Web3 business model to compete with market leaders?

Kris adds that new technologies have regulatory and practical issues:

"On storage, IPFS is great for redundantly sharing public data, but not designed for securing private personal data. It is not controlled by the users. When data storage in a specific country is not guaranteed, regulatory issues arise."

Each project has varying degrees of decentralization. The diehards say DApps that use centralized storage are no longer “Web3” companies. But fully decentralized technology is hard to build.

Web2.5?

Some argue that we're actually building Web2.5 businesses, which are crypto-native but not fully decentralized. This is vital. For example, the NFT may be on a blockchain, but it is linked to centralized data repositories like OpenSea. A server failure could result in data loss.

However, according to Apollo Capital crypto analyst David Angliss, OpenSea is “not exactly community-led”. Also in 2021, much to the chagrin of crypto enthusiasts, OpenSea tried and failed to list on the Nasdaq.

This is where Web2.5 is defined.

“Web3 isn't a crypto segment. “Anything that uses a blockchain for censorship resistance is Web3,” Angliss tells us.

“Web3 gives users control over their data and identity. This is not possible in Web2.”

“Web2 is like feudalism, with walled-off ecosystems ruled by a few. For example, an honest user owned the Instagram account “Meta,” which Facebook rebranded and then had to make up a reason to suspend. Not anymore with Web3. If I buy ‘Ethereum.ens,' Ethereum cannot take it away from me.”

Angliss uses OpenSea as a Web2.5 business example. Too decentralized, i.e. censorship resistant, can be unprofitable for a large company like OpenSea. For example, OpenSea “enables NFT trading”. But it also stopped the sale of stolen Bored Apes.”

Web3 (or Web2.5, depending on the context) has been described as a new way to privatize internet.

“Being in the crypto ecosystem doesn't make it Web3,” Angliss says. The biggest risk is centralized closed ecosystems rather than a growing Web3.

LooksRare and OpenDAO are two community-led platforms that are more decentralized than OpenSea. LooksRare has even been “vampire attacking” OpenSea, indicating a Web3 competitor to the Web2.5 NFT king could find favor.

The addition of a token gives these new NFT platforms more options for building customer loyalty. For example, OpenSea charges a fee that goes nowhere. Stakeholders of LOOKS tokens earn 100% of the trading fees charged by LooksRare on every basic sale.

Maybe Web3's time has come.

So whose data is it?

Continuing criticisms of Web3 platforms' decentralization may indicate we're too early. Users want to own and store their in-game assets and NFTs on decentralized platforms like the Metaverse and play-to-earn games. Start-ups like Arweave, Sia, and Aleph.im  propose an alternative.

To be truly decentralized, Web3 requires new off-chain models that sidestep cloud computing and Web2.5.

“Arweave and Sia emerged as formidable competitors this year,” says the Messari Report. They seek to reduce the risk of an NFT being lost due to a data breach on a centralized server.

Aleph.im, another Web3 cloud competitor, seeks to replace cloud computing with a service network. It is a decentralized computing network that supports multiple blockchains by retrieving and encrypting data.

“The Aleph.im network provides a truly decentralized alternative where it is most needed: storage and computing,” says Johnathan Schemoul, founder of Aleph.im. For reasons of consensus and security, blockchains are not designed for large storage or high-performance computing.

As a result, large data sets are frequently stored off-chain, increasing the risk for centralized databases like OpenSea

Aleph.im enables users to own digital assets using both blockchains and off-chain decentralized cloud technologies.

"We need to go beyond layer 0 and 1 to build a robust decentralized web. The Aleph.im ecosystem is proving that Web3 can be decentralized, and we intend to keep going.”

Aleph.im raised $10 million in mid-January 2022, and Ubisoft uses its network for NFT storage. This is the first time a big-budget gaming studio has given users this much control.

It also suggests Web3 could work as a B2B model, even if consumers aren't concerned about “decentralization.” Starting with gaming is common.

Can Tokenomics help Web3 adoption?

Web3 consumer adoption is another story. The average user may not be interested in all this decentralization talk. Still, how much do people value privacy over convenience? Can tokenomics solve the privacy vs. convenience dilemma?

Holon Global Investments' Jonathan Hooker tells us that human internet behavior will change. “Do you own Bitcoin?” he asks in his Web3 explanation. How does it feel to own and control your own sovereign wealth? Then:

“What if you could own and control your data like Bitcoin?”

“The business model must find what that person values,” he says. Putting their own health records on centralized systems they don't control?

“How vital are those medical records to that person at a critical time anywhere in the world? Filecoin and IPFS can help.”

Web3 adoption depends on NFT storage competition. A free off-chain storage of NFT metadata and assets was launched by Filecoin in April 2021.

Denationalization and blockchain technology have significant implications for data ownership and compensation for lending, staking, and using data. 

Tokenomics can change human behavior, but many people simply sign into Web2 apps using a Facebook API without hesitation. Our data is already owned by Google, Baidu, Tencent, and Facebook (and its parent company Meta). Is it too late to recover?

Maybe. “Data is like fruit, it starts out fresh but ages,” he says. "Big Tech's data on us will expire."

Web3 founder Kris agrees with Hooker that “value for data is the issue, not privacy.” People accept losing their data privacy, so tokenize it. People readily give up data, so why not pay for it?

"Personalized data offering is valuable in personalization. “I will sell my social media data but not my health data.”

Purists and mass consumer adoption struggle with key management.

Others question data tokenomics' optimism. While acknowledging its potential, Box founder Aaron Levie questioned the viability of Web3 models in a Tweet thread:

“Why? Because data almost always works in an app. A product and APIs that moved quickly to build value and trust over time.”

Levie contends that tokenomics may complicate matters. In addition to community governance and tokenomics, Web3 ideals likely add a new negotiation vector.

“These are hard problems about human coordination, not software or blockchains,”. Using a Facebook API is simple. The business model and user interface are crucial.

For example, the crypto faithful have a common misconception about logging into Web3. It goes like this: Web 1 had usernames and passwords. Web 2 uses Google, Facebook, or Twitter APIs, while Web 3 uses your wallet. Pay with Ethereum on MetaMask, for example.

But Levie is correct. Blockchain key management is stressed in this meme. Even seasoned crypto enthusiasts have heart attacks, let alone newbies.

Web3 requires a better user experience, according to Kris, the company's founder. “How does a user recover keys?”

And at this point, no solution is likely to be completely decentralized. So Web3 key management can be improved. ”The moment someone loses control of their keys, Web3 ceases to exist.”

That leaves a major issue for Web3 purists. Put this one in the too-hard basket.

Is 2022 the Year of Web3?

Web3 must first solve a number of issues before it can be mainstreamed. It must be better and cheaper than Web2.5, or have other significant advantages.

Web3 aims for scalability without sacrificing decentralization protocols. But decentralization is difficult and centralized services are more convenient.

Ethereum co-founder Vitalik Buterin himself stated recently"

This is why (centralized) Binance to Binance transactions trump Ethereum payments in some places because they don't have to be verified 12 times."

“I do think a lot of people care about decentralization, but they're not going to take decentralization if decentralization costs $8 per transaction,” he continued.

“Blockchains need to be affordable for people to use them in mainstream applications... Not for 2014 whales, but for today's users."

For now, scalability, tokenomics, mainstream adoption, and decentralization believers seem to be holding Web3 hostage.

Much like crypto's past.

But stay tuned.

Marco Manoppo

Marco Manoppo

3 years ago

Failures of DCG and Genesis

Don't sleep with your own sister.

70% of lottery winners go broke within five years. You've heard the last one. People who got rich quickly without setbacks and hard work often lose it all. My father said, "Easy money is easily lost," and a wealthy friend who owns a family office said, "The first generation makes it, the second generation spends it, and the third generation blows it."

This is evident. Corrupt politicians in developing countries live lavishly, buying their third wives' fifth Hermès bag and celebrating New Year's at The Brando Resort. A successful businessperson from humble beginnings is more conservative with money. More so if they're atom-based, not bit-based. They value money.

Crypto can "feel" easy. I have nothing against capital market investing. The global financial system is shady, but that's another topic. The problem started when those who took advantage of easy money started affecting other businesses. VCs did minimal due diligence on FTX because they needed deal flow and returns for their LPs. Lenders did minimum diligence and underwrote ludicrous loans to 3AC because they needed revenue.

Alameda (hence FTX) and 3AC made "easy money" Genesis and DCG aren't. Their businesses are more conventional, but they underestimated how "easy money" can hurt them.

Genesis has been the victim of easy money hubris and insolvency, losing $1 billion+ to 3AC and $200M to FTX. We discuss the implications for the broader crypto market.

Here are the quick takeaways:

  • Genesis is one of the largest and most notable crypto lenders and prime brokerage firms.

  • DCG and Genesis have done related party transactions, which can be done right but is a bad practice.

  • Genesis owes DCG $1.5 billion+.

  • If DCG unwinds Grayscale's GBTC, $9-10 billion in BTC will hit the market.

  • DCG will survive Genesis.

What happened?

Let's recap the FTX shenanigan from two weeks ago. Shenanigans! Delphi's tweet sums up the craziness. Genesis has $175M in FTX.

Cred's timeline: I hate bad crisis management. Yes, admitting their balance sheet hole right away might've sparked more panic, and there's no easy way to convey your trouble, but no one ever learns.

By November 23, rumors circulated online that the problem could affect Genesis' parent company, DCG. To address this, Barry Silbert, Founder, and CEO of DCG released a statement to shareholders.

  • A few things are confirmed thanks to this statement.

  • DCG owes $1.5 billion+ to Genesis.

  • $500M is due in 6 months, and the rest is due in 2032 (yes, that’s not a typo).

  • Unless Barry raises new cash, his last-ditch efforts to repay the money will likely push the crypto market lower.

  • Half a year of GBTC fees is approximately $100M.

  • They can pay $500M with GBTC.

  • With profits, sell another port.

Genesis has hired a restructuring adviser, indicating it is in trouble.

Rehypothecation

Every crypto problem in the past year seems to be rehypothecation between related parties, excessive leverage, hubris, and the removal of the money printer. The Bankless guys provided a chart showing 2021 crypto yield.

In June 2022, @DataFinnovation published a great investigation about 3AC and DCG. Here's a summary.

  • 3AC borrowed BTC from Genesis and pledged it to create Grayscale's GBTC shares.

  • 3AC uses GBTC to borrow more money from Genesis.

  • This lets 3AC leverage their capital.

  • 3AC's strategy made sense because GBTC had a premium, creating "free money."

  • GBTC's discount and LUNA's implosion caused problems.

  • 3AC lost its loan money in LUNA.

  • Margin called on 3ACs' GBTC collateral.

  • DCG bought GBTC to avoid a systemic collapse and a larger discount.

  • Genesis lost too much money because 3AC can't pay back its loan. DCG "saved" Genesis, but the FTX collapse hurt Genesis further, forcing DCG and Genesis to seek external funding.

bruh…

Learning Experience

Co-borrowing. Unnecessary rehypothecation. Extra space. Governance disaster. Greed, hubris. Crypto has repeatedly shown it can recreate traditional financial system disasters quickly. Working in crypto is one of the best ways to learn crazy financial tricks people will do for a quick buck much faster than if you dabble in traditional finance.

Moving Forward

I think the crypto industry needs to consider its future. This is especially true for professionals. I'm not trying to scare you. In 2018 and 2020, I had doubts. No doubts now. Detailing the crypto industry's potential outcomes helped me gain certainty and confidence in its future. This includes VCs' benefits and talking points during the bull market, as well as what would happen if government regulations became hostile, etc. Even if that happens, I'm certain. This is permanent. I may write a post about that soon.

Sincerely,

M.

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wordsmithwriter

wordsmithwriter

2 years ago

2023 Will Be the Year of Evernote and Craft Notetaking Apps.

Note-taking is a vital skill. But it's mostly learned.

Photo by PNW Production: https://www.pexels.com/photo/a-wooden-pencil-beside-a-mechanical-pencil-8250935/

Recently, innovative note-taking apps have flooded the market.

In the next few years, Evernote and Craft will be important digital note-taking companies.

Evernote is a 2008 note-taking program. It can capture ideas, track tasks, and organize information on numerous platforms.

It's one of the only note-taking app that lets users input text, audio, photos, and videos. It's great for collecting research notes, brainstorming, and remaining organized.

Craft is a popular note-taking app.

Craft is a more concentrated note-taking application than Evernote. It organizes notes into subjects, tags, and relationships, making it ideal for technical or research notes.

Craft's search engine makes it easy to find what you need.

Both Evernote and Craft are likely to be the major players in digital note-taking in the years to come.

Their concentration on gathering and organizing information lets users generate notes quickly and simply. Multimedia elements and a strong search engine make them the note-taking apps of the future.

Evernote and Craft are great note-taking tools for staying organized and tracking ideas and projects.

With their focus on acquiring and organizing information, they'll dominate digital note-taking in 2023.

Pros

  • Concentrate on gathering and compiling information

  • special features including a strong search engine and multimedia components

  • Possibility of subject, tag, and relationship structuring

  • enables users to incorporate multimedia elements

  • Excellent tool for maintaining organization, arranging research notes, and brainstorming

Cons

  • Software may be difficult for folks who are not tech-savvy to utilize.

  • Limited assistance for hardware running an outdated operating system

  • Subscriptions could be pricey.

  • Data loss risk because of security issues

Evernote and Craft both have downsides.

  1. The risk of data loss as a result of security flaws and software defects comes first.

  2. Additionally, their subscription fees could be high, and they might restrict support for hardware that isn't running the newest operating systems.

  3. Finally, folks who need to be tech-savvy may find the software difficult.

Evernote versus. Productivity Titans Evernote will make Notion more useful. medium.com

Andy Walker

Andy Walker

2 years ago

Why personal ambition and poor leadership caused Google layoffs

Google announced 6% layoffs recently (or 12,000 people). This aligns it with most tech companies. A publicly contrite CEO explained that they had overhired during the COVID-19 pandemic boom and had to address it, but they were sorry and took full responsibility. I thought this was "bullshit" too. Meta, Amazon, Microsoft, and others must feel similarly. I spent 10 years at Google, and these things don't reflect well on the company's leaders.

All publicly listed companies have a fiduciary duty to act in the best interests of their shareholders. Dodge vs. Ford Motor Company established this (1919). Henry Ford wanted to reduce shareholder payments to offer cheaper cars and better wages. Ford stated.

My ambition is to employ still more men, to spread the benefits of this industrial system to the greatest possible number, to help them build up their lives and their homes. To do this we are putting the greatest share of our profits back in the business.

The Dodge brothers, who owned 10% of Ford, opposed this and sued Ford for the payments to start their own company. They won, preventing Ford from raising prices or salaries. If you have a vocal group of shareholders with the resources to sue you, you must prove you are acting in their best interests. Companies prioritize shareholders. Giving activist investors a stick to threaten you almost enshrines short-term profit over long-term thinking.

This underpins Google's current issues. Institutional investors who can sue Google see it as a wasteful company they can exploit. That doesn't mean you have to maximize profits (thanks to those who pointed out my ignorance of US corporate law in the comments and on HN), but it allows pressure. I feel for those navigating this. This is about unrestrained capitalism.

When Google went public, Larry Page and Sergey Brin knew the risks and worked hard to keep control. In their Founders' Letter to investors, they tried to set expectations for the company's operations.

Our long-term focus as a private company has paid off. Public companies do the same. We believe outside pressures lead companies to sacrifice long-term opportunities to meet quarterly market expectations.

The company has transformed since that letter. The company has nearly 200,000 full-time employees and a trillion-dollar market cap. Large investors have bought company stock because it has been a good long-term bet. Why are they restless now?

Other big tech companies emerged and fought for top talent. This has caused rising compensation packages. Google has also grown rapidly (roughly 22,000 people hired to the end of 2022). At $300,000 median compensation, those 22,000 people added $6.6 billion in salary overheads in 2022. Exorbitant. If the company still makes $16 billion every quarter, maybe not. Investors wonder if this value has returned.

Investors are right. Google uses people wastefully. However, by bluntly reducing headcount, they're not addressing the root causes and hurting themselves. No studies show that downsizing this way boosts productivity. There is plenty of evidence that they'll lose out because people will be risk-averse and distrust their leadership.

The company's approach also stinks. Finding out that you no longer have a job because you can’t log in anymore (sometimes in cases where someone is on call for protecting your production systems) is no way to fire anyone. Being with a narcissistic sociopath is like being abused. First, you receive praise and fancy perks for making the cut. You're fired by text and ghosted. You're told to appreciate the generous severance package. This firing will devastate managers and teams. This type of firing will take years to recover self-esteem. Senior management contributed to this. They chose the expedient answer, possibly by convincing themselves they were managing risk and taking the Macbeth approach of “If it were done when ’tis done, then ’twere well It were done quickly”.

Recap. Google's leadership did a stupid thing—mass firing—in a stupid way. How do we get rid of enough people to make investors happier? and "have 6% less people." Empathetic leaders should not emulate Elon Musk. There is no humane way to fire 12,000 people, but there are better ways. Why is Google so wasteful?

Ambition answers this. There aren't enough VP positions for a group of highly motivated, ambitious, and (increasingly) ruthless people. I’ve loitered around the edges of this world and a large part of my value was to insulate my teams from ever having to experience it. It’s like Game of Thrones played out through email and calendar and over video call.

Your company must look a certain way to be promoted to director or higher. You need the right people at the right levels under you. Long-term, growing your people will naturally happen if you're working on important things. This takes time, and you're never more than 6–18 months from a reorg that could start you over. Ambitious people also tend to be impatient. So, what do you do?

Hiring and vanity projects. To shape your company, you hire at the right levels. You value vanity metrics like active users over product utility. Your promo candidates get through by subverting the promotion process. In your quest for growth, you avoid performance managing people out. You avoid confronting toxic peers because you need their support for promotion. Your cargo cult gets you there.

Its ease makes Google wasteful. Since they don't face market forces, the employees don't see it as a business. Why would you do when the ads business is so profitable? Complacency causes senior leaders to prioritize their own interests. Empires collapse. Personal ambition often trumped doing the right thing for users, the business, or employees. Leadership's ambition over business is the root cause. Vanity metrics, mass hiring, and vague promises have promoted people to VP. Google goes above and beyond to protect senior leaders.

The decision-makers and beneficiaries are not the layoffees. Stock price increase beneficiaries. The people who will post on LinkedIn how it is about misjudging the market and how they’re so sorry and take full responsibility. While accumulating wealth, the dark room dwellers decide who stays and who goes. The billionaire investors. Google should start by addressing its bloated senior management, but — as they say — turkeys don't vote for Christmas. It should examine its wastefulness and make tough choices to fix it. A 6% cut is a blunt tool that admits you're not running your business properly. why aren’t the people running the business the ones shortly to be entering the job market?

This won't fix Google's wastefulness. The executives may never regain trust after their approach. Suppressed creativity. Business won't improve. Google will have lost its founding vision and us all. Large investors know they can force Google's CEO to yield. The rich will get richer and rationalize leaving 12,000 people behind. Cycles repeat.

It doesn’t have to be this way. In 2013, Nintendo's CEO said he wouldn't fire anyone for shareholders. Switch debuted in 2017. Nintendo's stock has increased by nearly five times, or 19% a year (including the drop most of the stock market experienced last year). Google wasted 12,000 talented people. To please rich people.

Daniel Vassallo

Daniel Vassallo

3 years ago

Why I quit a $500K job at Amazon to work for myself

I quit my 8-year Amazon job last week. I wasn't motivated to do another year despite promotions, pay, recognition, and praise.

In AWS, I built developer tools. I could have worked in that field forever.

I became an Amazon developer. Within 3.5 years, I was promoted twice to senior engineer and would have been promoted to principal engineer if I stayed. The company said I had great potential.

Over time, I became a reputed expert and leader within the company. I was respected.

First year I made $75K, last year $511K. If I stayed another two years, I could have made $1M.

Despite Amazon's reputation, my work–life balance was good. I no longer needed to prove myself and could do everything in 40 hours a week. My team worked from home once a week, and I rarely opened my laptop nights or weekends.

My coworkers were great. I had three generous, empathetic managers. I’m very grateful to everyone I worked with.

Everything was going well and getting better. My motivation to go to work each morning was declining despite my career and income growth.

Another promotion, pay raise, or big project wouldn't have boosted my motivation. Motivation was also waning. It was my freedom.

Demotivation

My motivation was high in the beginning. I worked with someone on an internal tool with little scrutiny. I had more freedom to choose how and what to work on than in recent years. Me and another person improved it, talked to users, released updates, and tested it. Whatever we wanted, we did. We did our best and were mostly self-directed.

In recent years, things have changed. My department's most important project had many stakeholders and complex goals. What I could do depended on my ability to convince others it was the best way to achieve our goals.

Amazon was always someone else's terms. The terms started out simple (keep fixing it), but became more complex over time (maximize all goals; satisfy all stakeholders). Working in a large organization imposed restrictions on how to do the work, what to do, what goals to set, and what business to pursue. This situation forced me to do things I didn't want to do.

Finding New Motivation

What would I do forever? Not something I did until I reached a milestone (an exit), but something I'd do until I'm 80. What could I do for the next 45 years that would make me excited to wake up and pay my bills? Is that too unambitious? Nope. Because I'm motivated by two things.

One is an external carrot or stick. I'm not forced to file my taxes every April, but I do because I don't want to go to jail. Or I may not like something but do it anyway because I need to pay the bills or want a nice car. Extrinsic motivation

One is internal. When there's no carrot or stick, this motivates me. This fuels hobbies. I wanted a job that was intrinsically motivated.

Is this too low-key? Extrinsic motivation isn't sustainable. Getting promoted felt good for a week, then it was over. When I hit $100K, I admired my W2 for a few days, but then it wore off. Same thing happened at $200K, $300K, $400K, and $500K. Earning $1M or $10M wouldn't change anything. I feel the same about every material reward or possession. Getting them feels good at first, but quickly fades.

Things I've done since I was a kid, when no one forced me to, don't wear off. Coding, selling my creations, charting my own path, and being honest. Why not always use my strengths and motivation? I'm lucky to live in a time when I can work independently in my field without large investments. So that’s what I’m doing.

What’s Next?

I'm going all-in on independence and will make a living from scratch. I won't do only what I like, but on my terms. My goal is to cover my family's expenses before my savings run out while doing something I enjoy. What more could I want from my work?

You can now follow me on Twitter as I continue to document my journey.


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