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.
More on Web3 & Crypto

Franz Schrepf
3 years ago
What I Wish I'd Known About Web3 Before Building
Cryptoland rollercoaster
I've lost money in crypto.
Unimportant.
The real issue: I didn’t understand how.
I'm surrounded with winners. To learn more, I created my own NFTs, currency, and DAO.
Web3 is a hilltop castle. Everything is valuable, decentralized, and on-chain.
The castle is Disneyland: beautiful in images, but chaotic with lengthy lines and kids spending too much money on dressed-up animals.
When the throng and businesses are gone, Disneyland still has enchantment.
The Real Story of Web3
NFTs
Scarcity. Scarce NFTs. That's their worth.
Skull. Rare-looking!
Nonsense.
Bored Ape Yacht Club vs. my NFTs?
Marketing.
BAYC is amazing, but not for the reasons people believe. Apecoin and Otherside's art, celebrity following, and innovation? Stunning.
No other endeavor captured the zeitgeist better. Yet how long did you think it took to actually mint the NFTs?
1 hour? Maybe a week for the website?
Minting NFTs is incredibly easy. Kid-friendly. Developers are rare. Think about that next time somebody posts “DevS dO SMt!?”
NFTs will remain popular. These projects are like our Van Goghs and Monets. Still, be wary. It still uses exclusivity and wash selling like the OG art market.
Not all NFTs are art-related.
Soulbound and anonymous NFTs could offer up new use cases. Property rights, privacy-focused ID, open-source project verification. Everything.
NFTs build online trust through ownership.
We just need to evolve from the apes first.
NFTs' superpower is marketing until then.
Crypto currency
What the hell is a token?
99% of people are clueless.
So I invested in both coins and tokens. Same same. Only that they are not.
Coins have their own blockchain and developer/validator community. It's hard.
Creating a token on top of a blockchain? Five minutes.
Most consumers don’t understand the difference, creating an arbitrage opportunity: pretend you’re a serious project without having developers on your payroll.
Few market sites help. Take a look. See any tokens?
There's a hint one click deeper.
Some tokens are legitimate. Some coins are bad investments.
Tokens are utilized for DAO governance and DApp payments. Still, know who's behind a token. They might be 12 years old.
Coins take time and money. The recent LUNA meltdown indicates that currency investing requires research.
DAOs
Decentralized Autonomous Organizations (DAOs) don't work as you assume.
Yes, members can vote.
A productive organization requires more.
I've observed two types of DAOs.
Total decentralization total dysfunction
Centralized just partially. Community-driven.
A core team executes the DAO's strategy and roadmap in successful DAOs. The community owns part of the organization, votes on decisions, and holds the team accountable.
DAOs are public companies.
Amazing.
A shareholder meeting's logistics are staggering. DAOs may hold anonymous, secure voting quickly. No need for intermediaries like banks to chase up every shareholder.
Successful DAOs aren't totally decentralized. Large-scale voting and collaboration have never been easier.
And that’s all that matters.
Scale, speed.
My Web3 learnings
Disneyland is enchanting. Web3 too.
In a few cycles, NFTs may be used to build trust, not clout. Not speculating with coins. DAOs run organizations, not themselves.
Finally, some final thoughts:
NFTs will be a very helpful tool for building trust online. NFTs are successful now because of excellent marketing.
Tokens are not the same as coins. Look into any project before making a purchase. Make sure it isn't run by three 9-year-olds piled on top of one another in a trench coat, at the very least.
Not entirely decentralized, DAOs. We shall see a future where community ownership becomes the rule rather than the exception once we acknowledge this fact.
Crypto Disneyland is a rollercoaster with loops that make you sick.
Always buckle up.
Have fun!

William Brucee
3 years ago
This person is probably Satoshi Nakamoto.
Who founded bitcoin is the biggest mystery in technology today, not how it works.
On October 31, 2008, Satoshi Nakamoto posted a whitepaper to a cryptography email list. Still confused by the mastermind who changed monetary history.
Journalists and bloggers have tried in vain to uncover bitcoin's creator. Some candidates self-nominated. We're still looking for the mystery's perpetrator because none of them have provided proof.
One person. I'm confident he invented bitcoin. Let's assess Satoshi Nakamoto before I reveal my pick. Or what he wants us to know.
Satoshi's P2P Foundation biography says he was born in 1975. He doesn't sound or look Japanese. First, he wrote the whitepaper and subsequent articles in flawless English. His sleeping habits are unusual for a Japanese person.
Stefan Thomas, a Bitcoin Forum member, displayed Satoshi's posting timestamps. Satoshi Nakamoto didn't publish between 2 and 8 p.m., Japanese time. Satoshi's identity may not be real.
Why would he disguise himself?
There is a legitimate explanation for this
Phil Zimmermann created PGP to give dissidents an open channel of communication, like Pretty Good Privacy. US government seized this technology after realizing its potential. Police investigate PGP and Zimmermann.
This technology let only two people speak privately. Bitcoin technology makes it possible to send money for free without a bank or other intermediary, removing it from government control.
How much do we know about the person who invented bitcoin?
Here's what we know about Satoshi Nakamoto now that I've covered my doubts about his personality.
Satoshi Nakamoto first appeared with a whitepaper on metzdowd.com. On Halloween 2008, he presented a nine-page paper on a new peer-to-peer electronic monetary system.
Using the nickname satoshi, he created the bitcointalk forum. He kept developing bitcoin and created bitcoin.org. Satoshi mined the genesis block on January 3, 2009.
Satoshi Nakamoto worked with programmers in 2010 to change bitcoin's protocol. He engaged with the bitcoin community. Then he gave Gavin Andresen the keys and codes and transferred community domains. By 2010, he'd abandoned the project.
The bitcoin creator posted his goodbye on April 23, 2011. Mike Hearn asked Satoshi if he planned to rejoin the group.
“I’ve moved on to other things. It’s in good hands with Gavin and everyone.”
Nakamoto Satoshi
The man who broke the banking system vanished. Why?
Satoshi's wallets held 1,000,000 BTC. In December 2017, when the price peaked, he had over US$19 billion. Nakamoto had the 44th-highest net worth then. He's never cashed a bitcoin.
This data suggests something happened to bitcoin's creator. I think Hal Finney is Satoshi Nakamoto .
Hal Finney had ALS and died in 2014. I suppose he created the future of money, then he died, leaving us with only rumors about his identity.
Hal Finney, who was he?
Hal Finney graduated from Caltech in 1979. Student peers voted him the smartest. He took a doctoral-level gravitational field theory course as a freshman. Finney's intelligence meets the first requirement for becoming Satoshi Nakamoto.
Students remember Finney holding an Ayn Rand book. If he'd read this, he may have developed libertarian views.
His beliefs led him to a small group of freethinking programmers. In the 1990s, he joined Cypherpunks. This action promoted the use of strong cryptography and privacy-enhancing technologies for social and political change. Finney helped them achieve a crypto-anarchist perspective as self-proclaimed privacy defenders.
Zimmermann knew Finney well.
Hal replied to a Cypherpunk message about Phil Zimmermann and PGP. He contacted Phil and became PGP Corporation's first member, retiring in 2011. Satoshi Nakamoto quit bitcoin in 2011.
Finney improved the new PGP protocol, but he had to do so secretly. He knew about Phil's PGP issues. I understand why he wanted to hide his identity while creating bitcoin.
Why did he pretend to be from Japan?
His envisioned persona was spot-on. He resided near scientist Dorian Prentice Satoshi Nakamoto. Finney could've assumed Nakamoto's identity to hide his. Temple City has 36,000 people, so what are the chances they both lived there? A cryptographic genius with the same name as Bitcoin's creator: coincidence?
Things went differently, I think.
I think Hal Finney sent himself Satoshis messages. I know it's odd. If you want to conceal your involvement, do as follows. He faked messages and transferred the first bitcoins to himself to test the transaction mechanism, so he never returned their money.
Hal Finney created the first reusable proof-of-work system. The bitcoin protocol. In the 1990s, Finney was intrigued by digital money. He invented CRypto cASH in 1993.
Legacy
Hal Finney's contributions should not be forgotten. Even if I'm wrong and he's not Satoshi Nakamoto, we shouldn't forget his bitcoin contribution. He helped us achieve a better future.
Sam Hickmann
3 years ago
Nomad.xyz got exploited for $190M
Key Takeaways:
Another hack. This time was different. This is a doozy.
Why? Nomad got exploited for $190m. It was crypto's 5th-biggest hack. Ouch.
It wasn't hackers, but random folks. What happened:
A Nomad smart contract flaw was discovered. They couldn't drain the funds at once, so they tried numerous transactions. Rookie!
People noticed and copied the attack.
They just needed to discover a working transaction, substitute the other person's address with theirs, and run it.
In a two-and-a-half-hour attack, $190M was siphoned from Nomad Bridge.
Nomad is a novel approach to blockchain interoperability that leverages an optimistic mechanism to increase the security of cross-chain communication. — nomad.xyz
This hack was permissionless, therefore anyone could participate.
After the fatal blow, people fought over the scraps.
Cross-chain bridges remain a DeFi weakness and exploit target. When they collapse, it's typically total.
$190M...gobbled.
Unbacked assets are hurting Nomad-dependent chains. Moonbeam, EVMOS, and Milkomeda's TVLs dropped.
This incident is every-man-for-himself, although numerous whitehats exploited the issue...
But what triggered the feeding frenzy?
How did so many pick the bones?
After a normal upgrade in June, the bridge's Replica contract was initialized with a severe security issue. The 0x00 address was a trusted root, therefore all messages were valid by default.
After a botched first attempt (costing $350k in gas), the original attacker's exploit tx called process() without first 'proving' its validity.
The process() function executes all cross-chain messages and checks the merkle root of all messages (line 185).
The upgrade caused transactions with a'messages' value of 0 (invalid, according to old logic) to be read by default as 0x00, a trusted root, passing validation as 'proven'
Any process() calls were valid. In reality, a more sophisticated exploiter may have designed a contract to drain the whole bridge.
Copycat attackers simply copied/pasted the same process() function call using Etherscan, substituting their address.
The incident was a wild combination of crowdhacking, whitehat activities, and MEV-bot (Maximal Extractable Value) mayhem.
For example, 🍉🍉🍉. eth stole $4M from the bridge, but claims to be whitehat.
Others stood out for the wrong reasons. Repeat criminal Rari Capital (Artibrum) exploited over $3M in stablecoins, which moved to Tornado Cash.
The top three exploiters (with 95M between them) are:
$47M: 0x56D8B635A7C88Fd1104D23d632AF40c1C3Aac4e3
$40M: 0xBF293D5138a2a1BA407B43672643434C43827179
$8M: 0xB5C55f76f90Cc528B2609109Ca14d8d84593590E
Here's a list of all the exploiters:
The project conducted a Quantstamp audit in June; QSP-19 foreshadowed a similar problem.
The auditor's comments that "We feel the Nomad team misinterpreted the issue" speak to a troubling attitude towards security that the project's "Long-Term Security" plan appears to confirm:
Concerns were raised about the team's response time to a live, public exploit; the team's official acknowledgement came three hours later.
"Removing the Replica contract as owner" stopped the exploit, but it was too late to preserve the cash.
Closed blockchain systems are only as strong as their weakest link.
The Harmony network is in turmoil after its bridge was attacked and lost $100M in late June.
What's next for Nomad's ecosystems?
Moonbeam's TVL is now $135M, EVMOS's is $3M, and Milkomeda's is $20M.
Loss of confidence may do more damage than $190M.
Cross-chain infrastructure is difficult to secure in a new, experimental sector. Bridge attacks can pollute an entire ecosystem or more.
Nomadic liquidity has no permanent home, so consumers will always migrate in pursuit of the "next big thing" and get stung when attentiveness wanes.
DeFi still has easy prey...
Sources: rekt.news & The Milk Road.
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Michael Le
3 years ago
Union LA x Air Jordan 2 “Future Is Now” PREVIEW
With the help of Virgil Abloh and Union LA‘s Chris Gibbs, it's now clear that Jordan Brand intended to bring the Air Jordan 2 back in 2022.
The “Future Is Now” collection includes two colorways of MJ's second signature as well as an extensive range of apparel and accessories.
“We wanted to juxtapose what some futuristic gear might look like after being worn and patina'd,”
Union stated on the collaboration's landing page.
“You often see people's future visions that are crisp and sterile. We thought it would be cool to wear it in and make it organic...”
The classic co-branding appears on short-sleeve tees, hoodies, and sweat shorts/sweat pants, all lightly distressed at the hems and seams.
Also, a filtered black-and-white photo of MJ graces the adjacent long sleeves, labels stitch into the socks, and the Jumpman logo adorns the four caps.
Liner jackets and flight pants will also be available, adding reimagined militaria to a civilian ensemble.
The Union LA x Air Jordan 2 (Grey Fog and Rattan) shares many of the same beats. Vintage suedes show age, while perforations and detailing reimagine Bruce Kilgore's design for the future.
The “UN/LA” tag across the modified eye stays, the leather patch across the tongue, and the label that wraps over the lateral side of the collar complete the look.
The footwear will also include a Crater Slide in the “Grey Fog” color scheme.
BUYING
On 4/9 and 4/10 from 9am-3pm, Union LA will be giving away a pair of Air Jordan 2s at their La Brea storefront (110 S. LA BREA AVE. LA, CA 90036). The raffle is only open to LA County residents with a valid CA ID. You must enter by 11:59pm on 4/10 to win. Winners will be notified via email.

Shruti Mishra
3 years ago
How to get 100k profile visits on Twitter each month without spending a dime
As a marketer, I joined Twitter on August 31, 2022 to use it.
Growth has been volatile, causing up-and-down engagements. 500 followers in 11 days.
I met amazing content creators, marketers, and people.
Those who use Twitter may know that one-liners win the algorithm, especially if they're funny or humorous, but as a marketer I can't risk posting content that my audience won't like.
I researched, learned some strategies, and A/B tested; some worked, some didn't.
In this article, I share what worked for me so you can do the same.
Thanks for reading!
Let's check my Twitter stats.
Tweets: how many tweets I sent in the first 28 days.
A user may be presented with a Tweet in their timeline or in search results.
In-person visits how many times my Twitter profile was viewed in the first 28 days.
Mentions: the number of times a tweet has mentioned my name.
Number of followers: People who were following me
Getting 500 Twitter followers isn't difficult.
Not easy, but doable.
Follow these steps to begin:
Determine your content pillars in step 1.
My formula is Growth = Content + Marketing + Community.
I discuss growth strategies.
My concept for growth is : 1. Content = creating / writing + sharing content in my niche. 2. Marketing = Marketing everything in business + I share my everyday learnings in business, marketing & entrepreneurship. 3. Community = Building community of like minded individuals (Also,I share how to’s) + supporting marketers to build & grow through community building.
Identify content pillars to create content for your audience.
2. Make your profile better
Create a profile picture. Your recognition factor is this.
Professional headshots are worthwhile.
This tool can help you create a free, eye-catching profile pic.
Use a niche-appropriate avatar if you don't want to show your face.
2. Create a bio that converts well mainly because first impressions count.
what you're sharing + why + +social proof what are you making
Be brief and precise. (155 characters)
3. Configure your banner
Banners complement profile pictures.
Use this space to explain what you do and how Twitter followers can benefit.
Canva's Twitter header maker is free.
Birdy can test multiple photo, bio, and banner combinations to optimize your profile.
Versions A and B of your profile should be completed.
Find the version that converts the best.
Use the profile that converts the best.
4. Special handle
If your username/handle is related to your niche, it will help you build authority and presence among your audience. Mine on Twitter is @marketershruti.
5. Participate expertly
Proficiently engage while you'll have no audience at first. Borrow your dream audience for free.
Steps:
Find a creator who has the audience you want.
Activate their post notifications and follow them.
Add a valuable comment first.
6. Create fantastic content
Use:
Medium (Read articles about your topic.)
Podcasts (Listen to experts on your topics)
YouTube (Follow channels in your niche)
Tweet what?
Listicle ( Hacks, Books, Tools, Podcasts)
Lessons (Teach your audience how to do 1 thing)
Inspirational (Inspire people to take action)
Consistent writing?
You MUST plan ahead and schedule your Tweets.
Use a scheduling tool that is effective for you; hypefury is mine.
Lastly, consistency is everything that attracts growth. After optimizing your profile, stay active to gain followers, engagements, and clients.
If you found this helpful, please like and comment below.

Gareth Willey
3 years ago
I've had these five apps on my phone for a long time.
TOP APPS
Who survives spring cleaning?
Relax. Notion is off-limits. This topic is popular.
(I wrote about it 2 years ago, before everyone else did.) So).
These apps are probably new to you. I hope you find a new phone app after reading this.
Outdooractive
ViewRanger is Google Maps for outdoor enthusiasts.
This app has been so important to me as a freedom-loving long-distance walker and hiker.
This app shows nearby trails and right-of-ways on top of an Open Street Map.
Helpful detail and data. Any route's distance,
You can download and follow tons of routes planned by app users.
This has helped me find new routes and places a fellow explorer has tried.
Free with non-intrusive ads. Years passed before I subscribed. Pro costs £2.23/month.
This app is for outdoor lovers.
Google Files
New phones come with bloatware. These rushed apps are frustrating.
We must replace these apps. 2017 was Google's year.
Files is a file manager. It's quick, innovative, and clean. They've given people what they want.
It's easy to organize files, clear space, and clear cache.
I recommend Gallery by Google as a gallery app alternative. It's quick and easy.
Trainline
App for trains, buses, and coaches.
I've used this app for years. It did the basics well when I first used it.
Since then, it's improved. It's constantly adding features to make traveling easier and less stressful.
Split-ticketing helps me save hundreds a year on train fares. This app is only available in the UK and Europe.
This service doesn't link to a third-party site. Their app handles everything.
Not all train and coach companies use this app. All the big names are there, though.
Here's more on the app.
Battlefield: Mobile
Play Store has 478,000 games. Few can turn my phone into a console.
Call of Duty Mobile and Asphalt 8/9 are examples.
Asphalt's loot boxes and ads make it unplayable. Call of Duty opens with a few ads. Close them to play without hassle.
This game uses all your phone's features to provide a high-quality, seamless experience. If my internet connection is good, I never experience lag or glitches.
The gameplay is energizing and intense, just like on consoles. Sometimes I'm too involved. I've thrown my phone in anger. I'm totally absorbed.
Customizability is my favorite. Since phones have limited screen space, we should only have the buttons we need, placed conveniently.
Size, opacity, and position are modifiable. Adjust audio, graphics, and textures. It's customizable.
This game has been on my phone for three years. It began well and has gotten better. When I think the creators can't do more, they do.
If you play, read my tips for winning a Battle Royale.
Lightroom
As a photographer, I believe your best camera is on you. The phone.
2017 was a big year for this app. I've tried many photo-editing apps since then. This always wins.
The app is dull. I've never seen better photo editing on a phone.
Adjusting settings and sliders doesn't damage or compress photos. It's detailed.
This is important for phone photos, which are lower quality than professional ones.
Some tools are behind a £4.49/month paywall. Adobe must charge a subscription fee instead of selling licenses. (I'm still bitter about Creative Cloud's price)
Snapseed is my pick. Lightroom is where I do basic editing before moving to Snapseed. Snapseed review:
These apps are great. They cover basic and complex editing needs while traveling.
Final Reflections
I hope you downloaded one of these. Share your favorite apps. These apps are scarce.
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