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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
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.
Shan Vernekar
2 years ago
How the Ethereum blockchain's transactions are carried out
Overview
Ethereum blockchain is a network of nodes that validate transactions. Any network node can be queried for blockchain data for free. To write data as a transition requires processing and writing to each network node's storage. Fee is paid in ether and is also called as gas.
We'll examine how user-initiated transactions flow across the network and into the blockchain.
Flow of transactions
A user wishes to move some ether from one external account to another. He utilizes a cryptocurrency wallet for this (like Metamask), which is a browser extension.
The user enters the desired transfer amount and the external account's address. He has the option to choose the transaction cost he is ready to pay.
Wallet makes use of this data, signs it with the user's private key, and writes it to an Ethereum node. Services such as Infura offer APIs that enable writing data to nodes. One of these services is used by Metamask. An example transaction is shown below. Notice the “to” address and value fields.
var rawTxn = {
nonce: web3.toHex(txnCount),
gasPrice: web3.toHex(100000000000),
gasLimit: web3.toHex(140000),
to: '0x633296baebc20f33ac2e1c1b105d7cd1f6a0718b',
value: web3.toHex(0),
data: '0xcc9ab24952616d6100000000000000000000000000000000000000000000000000000000'
};The transaction is written to the target Ethereum node's local TRANSACTION POOL. It informed surrounding nodes of the new transaction, and those nodes reciprocated. Eventually, this transaction is received by and written to each node's local TRANSACTION pool.
The miner who finds the following block first adds pending transactions (with a higher gas cost) from the nearby TRANSACTION POOL to the block.
The transactions written to the new block are verified by other network nodes.
A block is added to the main blockchain after there is consensus and it is determined to be genuine. The local blockchain is updated with the new node by additional nodes as well.
Block mining begins again next.
The image above shows how transactions go via the network and what's needed to submit them to the main block chain.
References
ethereum.org/transactions How Ethereum transactions function, their data structure, and how to send them via app. ethereum.org
mbvissers.eth
3 years ago
Why does every smart contract seem to implement ERC165?
ERC165 (or EIP-165) is a standard utilized by various open-source smart contracts like Open Zeppelin or Aavegotchi.
What's it? You must implement? Why do we need it? I'll describe the standard and answer any queries.
What is ERC165
ERC165 detects and publishes smart contract interfaces. Meaning? It standardizes how interfaces are recognized, how to detect if they implement ERC165, and how a contract publishes the interfaces it implements. How does it work?
Why use ERC165? Sometimes it's useful to know which interfaces a contract implements, and which version.
Identifying interfaces
An interface function's selector. This verifies an ABI function. XORing all function selectors defines an interface in this standard. The following code demonstrates.
// SPDX-License-Identifier: UNLICENCED
pragma solidity >=0.8.0 <0.9.0;
interface Solidity101 {
function hello() external pure;
function world(int) external pure;
}
contract Selector {
function calculateSelector() public pure returns (bytes4) {
Solidity101 i;
return i.hello.selector ^ i.world.selector;
// Returns 0xc6be8b58
}
function getHelloSelector() public pure returns (bytes4) {
Solidity101 i;
return i.hello.selector;
// Returns 0x19ff1d21
}
function getWorldSelector() public pure returns (bytes4) {
Solidity101 i;
return i.world.selector;
// Returns 0xdf419679
}
}This code isn't necessary to understand function selectors and how an interface's selector can be determined from the functions it implements.
Run that sample in Remix to see how interface function modifications affect contract function output.
Contracts publish their implemented interfaces.
We can identify interfaces. Now we must disclose the interfaces we're implementing. First, import IERC165 like so.
pragma solidity ^0.4.20;
interface ERC165 {
/// @notice Query if a contract implements an interface
/// @param interfaceID The interface identifier, as specified in ERC-165
/// @dev Interface identification is specified in ERC-165.
/// @return `true` if the contract implements `interfaceID` and
/// `interfaceID` is not 0xffffffff, `false` otherwise
function supportsInterface(bytes4 interfaceID) external view returns (bool);
}We still need to build this interface in our smart contract. ERC721 from OpenZeppelin is a good example.
// SPDX-License-Identifier: MIT
// OpenZeppelin Contracts (last updated v4.5.0) (token/ERC721/ERC721.sol)
pragma solidity ^0.8.0;
import "./IERC721.sol";
import "./extensions/IERC721Metadata.sol";
import "../../utils/introspection/ERC165.sol";
// ...
contract ERC721 is Context, ERC165, IERC721, IERC721Metadata {
// ...
function supportsInterface(bytes4 interfaceId) public view virtual override(ERC165, IERC165) returns (bool) {
return
interfaceId == type(IERC721).interfaceId ||
interfaceId == type(IERC721Metadata).interfaceId ||
super.supportsInterface(interfaceId);
}
// ...
}I deleted unnecessary code. The smart contract imports ERC165, IERC721 and IERC721Metadata. The is keyword at smart contract declaration implements all three.
Kind (interface).
Note that type(interface).interfaceId returns the same as the interface selector.
We override supportsInterface in the smart contract to return a boolean that checks if interfaceId is the same as one of the implemented contracts.
Super.supportsInterface() calls ERC165 code. Checks if interfaceId is IERC165.
function supportsInterface(bytes4 interfaceId) public view virtual override returns (bool) {
return interfaceId == type(IERC165).interfaceId;
}So, if we run supportsInterface with an interfaceId, our contract function returns true if it's implemented and false otherwise. True for IERC721, IERC721Metadata, andIERC165.
Conclusion
I hope this post has helped you understand and use ERC165 and why it's employed.
Have a great day, thanks for reading!
You might also like
Dani Herrera
3 years ago
What prevents companies from disclosing salary information?
Yes, salary details ought to be mentioned in job postings. Recruiters and candidates both agree, so why doesn't it happen?
The short answer is “Unfortunately, it’s not the Recruiter’s decision”. The longer answer is well… A LOT.
Starting in November 2022, NYC employers must include salary ranges in job postings. It should have started in May, but companies balked.
I'm thrilled about salary transparency. This decision will promote fair, inclusive, and equitable hiring practices, and I'm sure other states will follow suit. Good news!
Candidates, recruiters, and ED&I practitioners have advocated for pay transparency for years. Why the opposition?
Let's quickly review why companies have trouble sharing salary bands.
💰 Pay Parity
Many companies and leaders still oppose pay parity. Yes, even in 2022.
💰 Pay Equity
Many companies believe in pay parity and have reviewed their internal processes and systems to ensure equality.
However, Pay Equity affects who gets roles/promotions/salary raises/bonuses and when. Enter the pay gap!
💰Pay Transparency and its impact on Talent Retention
Sharing salary bands with external candidates (and the world) means current employees will have access to that information, which is one of the main reasons companies don't share salary data.
If a company has Pay Parity and Pay Equity issues, they probably have a Pay Transparency policy as well.
Sharing salary information with external candidates without ensuring current employees understand their own salary bands and how promotions/raises are decided could impact talent retention strategies.
This information should help clarify recent conversations.
Emils Uztics
3 years ago
This billionaire created a side business that brings around $90,000 per month.
Dharmesh Shah co-founded HubSpot. WordPlay reached $90,000 per month in revenue without utilizing any of his wealth.
His method:
Take Advantage Of An Established Trend
Remember Wordle? Dharmesh was instantly hooked. As was the tech world.
HubSpot's co-founder noted inefficiencies in a recent My First Million episode. He wanted to play daily. Dharmesh, a tinkerer and software engineer, decided to design a word game.
He's a billionaire. How could he?
Wordle had limitations in his opinion;
Dharmesh is fundamentally a developer. He desired to start something new and increase his programming knowledge;
This project may serve as an excellent illustration for his son, who had begun learning about software development.
Better It Up
Building a new Wordle wasn't successful.
WordPlay lets you play with friends and family. You could challenge them and compare the results. It is a built-in growth tool.
WordPlay features:
the capacity to follow sophisticated statistics after creating an account;
continuous feedback on your performance;
Outstanding domain name (wordplay.com).
Project Development
WordPlay has 9.5 million visitors and 45 million games played since February.
HubSpot co-founder credits tremendous growth to flywheel marketing, pushing the game through his own following.
Choosing an exploding specialty and making sharing easy also helped.
Shah enabled Google Ads on the website to test earning potential. Monthly revenue was $90,000.
That's just Google Ads. If monetization was the goal, a specialized ad network like Ezoic could double or triple the amount.
Wordle was a great buy for The New York Times at $1 million.
xuanling11
2 years ago
Reddit NFT Achievement
Reddit's NFT market is alive and well.
NFT owners outnumber OpenSea on Reddit.
Reddit NFTs flip in OpenSea in days:
Fast-selling.
NFT sales will make Reddit's current communities more engaged.
I don't think NFTs will affect existing groups, but they will build hype for people to acquire them.
The first season of Collectibles is unique, but many missed the first season.
Second-season NFTs are less likely to be sold for a higher price than first-season ones.
If you use Reddit, it's fun to own NFTs.