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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

Ryan Weeks

Ryan Weeks

3 years ago

Terra fiasco raises TRON's stablecoin backstop

After Terra's algorithmic stablecoin collapsed in May, TRON announced a plan to increase the capital backing its own stablecoin.

USDD, a near-carbon copy of Terra's UST, arrived on the TRON blockchain on May 5. TRON founder Justin Sun says USDD will be overcollateralized after initially being pegged algorithmically to the US dollar.

A reserve of cryptocurrencies and stablecoins will be kept at 130 percent of total USDD issuance, he said. TRON described the collateral ratio as "guaranteed" and said it would begin publishing real-time updates on June 5.

Currently, the reserve contains 14,040 bitcoin (around $418 million), 140 million USDT, 1.9 billion TRX, and 8.29 billion TRX in a burning contract.

Sun: "We want to hybridize USDD." We have an algorithmic stablecoin and TRON DAO Reserve.

algorithmic failure

USDD was designed to incentivize arbitrageurs to keep its price pegged to the US dollar by trading TRX, TRON's token, and USDD. Like Terra, TRON signaled its intent to establish a bitcoin and cryptocurrency reserve to support USDD in extreme market conditions.

Still, Terra's UST failed despite these safeguards. The stablecoin veered sharply away from its dollar peg in mid-May, bringing down Terra's LUNA and wiping out $40 billion in value in days. In a frantic attempt to restore the peg, billions of dollars in bitcoin were sold and unprecedented volumes of LUNA were issued.

Sun believes USDD, which has a total circulating supply of $667 million, can be backed up.

"Our reserve backing is diversified." Bitcoin and stablecoins are included. USDC will be a small part of Circle's reserve, he said.

TRON's news release lists the reserve's assets as bitcoin, TRX, USDC, USDT, TUSD, and USDJ.

All Bitcoin addresses will be signed so everyone knows they belong to us, Sun said.

Not giving in

Sun told that the crypto industry needs "decentralized" stablecoins that regulators can't touch.

Sun said the Luna Foundation Guard, a Singapore-based non-profit that raised billions in cryptocurrency to buttress UST, mismanaged the situation by trying to sell to panicked investors.

He said, "We must be ahead of the market." We want to stabilize the market and reduce volatility.

Currently, TRON finances most of its reserve directly, but Sun says the company hopes to add external capital soon.

Before its demise, UST holders could park the stablecoin in Terra's lending platform Anchor Protocol to earn 20% interest, which many deemed unsustainable. TRON's JustLend is similar. Sun hopes to raise annual interest rates from 17.67% to "around 30%."


This post is a summary. Read full article here

CyberPunkMetalHead

CyberPunkMetalHead

3 years ago

I talked to ChatGPT about the adoption of cryptocurrencies.

OpenAI's ChatGPT is an amazing AI-powered chatbot. It can write poetry, fiction, and marketing ideas. I was impressed how well ChatGPT followed the interview, albeit there were a few classics “I’m afraid I can’t do that”.

Full interview below.

Me: I'm your interviewer. We'll discuss crypto. Thanks for being interviewed. What do you think about cryptocurrency?

CGPT: Cryptocurrency is an innovative technology that could transform money and financial activities. It might boost the efficiency and security of financial institutions and let consumers deal directly without banks. Cryptocurrency is still a new and untested technology with many unknowns and hurdles before it can be broadly accepted.

Me: Over 22,000 cryptocurrencies exist, and many have little use. We need how much cryptocurrencies?

CGPT: The appropriate quantity will rely on a multitude of factors, including each cryptocurrency's use cases, adoption rate, and market rivalry. Only a few cryptocurrencies will likely receive widespread adoption and be successful. Many existing cryptocurrencies may not survive since they can't deliver new or valued solutions or compete with more established cryptocurrencies.

Me: Will cryptocurrencies grow? What's next for worldwide adoption?

CGPT: It's hard to forecast the future of cryptocurrencies because the acceptance of new technologies is unpredictable. I believe cryptocurrencies will expand and acquire popularity in the future years. Regulatory ambiguity, security concerns, and scalability issues must be overcome for this to happen. Cryptocurrency companies and organizations must engage together with governments and authorities to address these obstacles and establish a growth-friendly climate. Continued innovation and improvement of the technology, including public education and awareness, will drive acceptance.

Me: Do bear markets affect bitcoin adoption?

CGPT: On the one hand, a bear market might induce uncertainty and hesitation among potential consumers. Bear markets can present opportunities for long-term investors who can acquire cryptocurrencies at cheaper prices and are more likely to hang onto their assets. A bear market can also test the tenacity and power of the underlying technology and community, which can boost long-term confidence and adoption. A bear market might have profound and nuanced effects on bitcoin adoption.

Me: What are some likely outcomes if Bitcoin reaches $100,000 by next year?

CGPT: If Bitcoin saw rapid growth, it would undoubtedly have repercussions for the cryptocurrency market and economy. Possible scenarios include increased public interest and awareness of cryptocurrency, a surge in demand for Bitcoin and other cryptocurrencies, and a growth in the cryptocurrency industry's market value. By shifting their focus and cash to the cryptocurrency market, investors and traders may also affect other asset classes, such as traditional equities and commodities. Governments and financial organizations may focus more on the cryptocurrency sector as they try to grasp Bitcoin's rapid rise.

Me: Will other countries accept crypto as currency?

CGPT: It's hard to say if additional governments will adopt cryptocurrencies as legal tender. Some countries have recognized the promise of bitcoin and are exploring its use, while others are cautious. Adoption of bitcoin as legal cash may vary by country, based on financial infrastructure, rules, and political atmosphere. As cryptocurrency technology evolves and becomes more accepted, more governments may embrace it as legal tender.

Me: Final question: will the recent cryptocurrency hacks affect long term adoption?

CGPT: Hacks might tarnish cryptocurrency's reputation and public faith in its security, the technology underpinning it is continually improving. Many cryptocurrency projects have developed strong security mechanisms to prevent hacks and other dangers, and these safeguards will undoubtedly improve over time. The decentralized nature of cryptocurrency makes it more resistant to attacks. Hacks and other security breaches are a concern, but they may not affect cryptocurrency adoption.

Ann

Ann

3 years ago

These new DeFi protocols are just amazing.

I've never seen this before.

Focus on native crypto development, not price activity or turmoil.

CT is boring now. Either folks are still angry about FTX or they're distracted by AI. Plus, it's year-end, and people rest for the holidays. 2022 was rough.

So DeFi fans can get inspired by something fresh. Who's building? As I read the Defillama daily roundup, many updates are still on FTX and its contagion.

I've used the same method on their Raises page. Not much happened :(. Maybe my high standards are to fault, but the business may be resting. OK.

The handful I locate might last us till the end of the year. (If another big blowup occurs.)

Hashflow

An on-chain monitor account I follow reported a huge transfer of $HFT from Binance to Jump Tradings.

I was intrigued. Stacking? So I checked and discovered out the project was launched through Binance Launchpad, which has introduced many 100x tokens (although momentarily) in the past, such as GALA and STEPN.

Hashflow appears to be pumpable. Binance launchpad, VC backers, CEX listing immediately. What's the protocol?

Hasflow is intriguing and timely, I discovered. After the FTX collapse, people looked more at DEXs.

Hashflow is a decentralized exchange that connects traders with professional market makers, according to its Binance launchpad description. Post-FTX, market makers lost their MM-ing chance with the collapse of the world's third-largest exchange. Jump and Wintermute back them?

Their swap page is rather typical, but notice they’d display the price quote a user would get if they use competitors like Uniswap.

Why is that the case? Hashflow doesn't use bonding curves like standard AMM. On AMMs, you pay more for the following trade because the prior trade reduces liquidity (supply and demand). With market maker quotations, you get a CEX-like experience (fewer coins in the pool, higher price). Stable prices, no MEV frontrunning.

Hashflow is innovative because...

DEXs gained from the FTX crash, but let's be honest: DEXs aren't as good as CEXs. Hashflow will change this.

Hashflow offers MEV protection, which major dealers seek in DEXs. You can trade large amounts without front running and sandwich assaults.

Hasflow offers a user-friendly swapping platform besides MEV. Any chain can be traded smoothly. This is a benefit because DEXs lag CEXs in UX.

Status, timeline:

Wintermute wrote in August that prominent market makers will work on Hashflow. Binance launched a month-long farming session in December. Jump probably participated in this initial sell, therefore we witnessed a significant transfer after the introduction.

Binance began trading HFT token on November 11 (the day FTX imploded). coincidence?)

Tokens are used for community rewards. Perhaps they'd copy dYdX. (Airdrop?). Read their documents about their future plans. Tokenomics doesn't impress me. Governance, rewards, and NFT.

Their stat page details their activity. First came Ethereum, then Arbitrum. For a new protocol in a bear market, they handled a lot of unique users daily.

It’s interesting to see their future. Will they be thriving? Not only against DEXs, but also among the CEXs too.

STFX

I forget how I found STFX. Possibly a Twitter thread concerning Arbitrum applications. STFX was the only new protocol I found interesting.

STFX is a new concept and trader problem-solver. I've never seen this protocol.

STFX allows you copy trades. You give someone your money to trade for you.

It's a marketplace. Traders are everywhere. You put your entry, exit, liquidation point, and trading theory. Twitter has a verification system for socials. Leaderboards display your trading skill.

This service could be popular. Staying disciplined is the hardest part of trading. Sometimes you take-profit too early or too late, or sell at a loss when an asset dumps, then it soon recovers (often happens in crypto.) It's hard to stick to entry-exit and liquidation plans.

What if you could hire someone to run your trade for a little commission? Set-and-forget.

Trading money isn't easy. Trust how? How do you know they won't steal your money?

Smart contracts.

STFX's trader is a vault maker/manager. One trade=one vault. User sets long/short, entrance, exit, and liquidation point. Anyone who agrees can exchange instantly. The smart contract will keep the fund during the trade and limit the manager's actions.

Here's STFX's transaction flow.

From their documentation.

Managers and the treasury receive fees. It's a sustainable business strategy that benefits everyone.

I'm impressed by $STFX's planned use. Brilliant priority access. A crypto dealer opens a vault here. Many would join. STFX tokens offer VIP access over those without tokens.

STFX provides short-term trading, which is mind-blowing to me. I agree with their platform's purpose. Crypto market pricing actions foster short-termism. When you trade, the turnover could be larger than long-term holding or trading. 2017 BTC buyers waited 5 years to complete their holdings.

STFX teams simply adapted. Volatility aids trading.

All things about STFX scream Degen. The protocol fully embraces the degen nature of some, if not most, crypto natives.

An enjoyable dApp. Leaderboards are fun for reputation-building. FLEXING COMPETITIONS. You can join for as low as $10. STFX uses Arbitrum, therefore gas costs are low. Alpha procedure completes the degen feeling.

Despite looking like they don't take themselves seriously, I sense a strong business plan below. There is a real demand for the solution STFX offers.

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Bernard Bado

Bernard Bado

3 years ago

Build This Before Someone Else Does!

Captured by Mikhail Nilov

Do you want to build and launch your own software company? To do this, all you need is a product that solves a problem.

Coming up with profitable ideas is not that easy. But you’re in luck because you got me!

I’ll give you the idea for free. All you need to do is execute it properly.

If you’re ready, let’s jump right into it! Starting with the problem.

Problem

Youtube has many creators. Every day, they think of new ways to entertain or inform us.

They work hard to make videos. Many of their efforts go to waste. They limit their revenue and reach.

Solution

Content repurposing solves this problem.

One video can become several TikToks. Creating YouTube videos from a podcast episode.

Or, one video might become a blog entry.

By turning videos into blog entries, Youtubers may develop evergreen SEO content, attract a new audience, and reach a non-YouTube audience.

Many YouTube creators want this easy feature.

Let's build it!

Implementation

We identified the problem, and we have a solution. All that’s left to do is see how it can be done.

Monitoring new video uploads

First, watch when a friend uploads a new video. Everything should happen automatically without user input.

YouTube Webhooks make this easy. Our server listens for YouTube Webhook notifications.

After publishing a new video, we create a conversion job.

Creating a Blog Post from a Video

Next, turn a video into a blog article.

To convert, we must extract the video's audio (which can be achieved by using FFmpeg on the server).

Once we have the audio channel, we can use speech-to-text.

Services can accomplish this easily.

  • Speech-to-text on Google

  • Google Translate

  • Deepgram

Deepgram's affordability and integration make it my pick.

After conversion, the blog post needs formatting, error checking, and proofreading.

After this, a new blog post will appear in our web app's dashboard.

Completing a blog post

After conversion, users must examine and amend their blog posts.

Our application dashboard would handle all of this. It's a dashboard-style software where users can:

  • Link their Youtube account

  • Check out the converted videos in the future.

  • View the conversions that are ongoing.

  • Edit and format converted blog articles.

It's a web-based app.

Application diagram

It doesn't matter how it's made but I'd choose Next.js.

Next.js is a React front-end standard. Vercel serverless functions could conduct the conversions.

This would let me host the software for free and reduce server expenditures.

Taking It One Step Further

SaaS in a nutshell. Future improvements include integrating with WordPress or Ghost.

Our app users could then publish blog posts. Streamlining the procedure.

MVPs don't need this functionality.

Final Thoughts

Repurposing content helps you post more often, reach more people, and develop faster.

Many agencies charge a fortune for this service. Handmade means pricey.

Content creators will go crazy if you automate and cheaply solve this problem.

Just execute this idea!

Colin Faife

3 years ago

The brand-new USB Rubber Ducky is much riskier than before.

The brand-new USB Rubber Ducky is much riskier than before.

Corin Faife and Alex Castro

With its own programming language, the well-liked hacking tool may now pwn you.

With a vengeance, the USB Rubber Ducky is back.

This year's Def Con hacking conference saw the release of a new version of the well-liked hacking tool, and its author, Darren Kitchen, was on hand to explain it. We put a few of the new features to the test and discovered that the most recent version is riskier than ever.

WHAT IS IT?

The USB Rubber Ducky seems to the untrained eye to be an ordinary USB flash drive. However, when you connect it to a computer, the computer recognizes it as a USB keyboard and will accept keystroke commands from the device exactly like a person would type them in.

Kitchen explained to me, "It takes use of the trust model built in, where computers have been taught to trust a human, in that anything it types is trusted to the same degree as the user is trusted. And a computer is aware that clicks and keystrokes are how people generally connect with it.

The USB Rubber Ducky, a brainchild of Darren Kitchen Corin

Over ten years ago, the first Rubber Ducky was published, quickly becoming a hacker favorite (it was even featured in a Mr. Robot scene). Since then, there have been a number of small upgrades, but the most recent Rubber Ducky takes a giant step ahead with a number of new features that significantly increase its flexibility and capability.

WHERE IS ITS USE?

The options are nearly unlimited with the proper strategy.

The Rubber Ducky has already been used to launch attacks including making a phony Windows pop-up window to collect a user's login information or tricking Chrome into sending all saved passwords to an attacker's web server. However, these attacks lacked the adaptability to operate across platforms and had to be specifically designed for particular operating systems and software versions.

The nuances of DuckyScript 3.0 are described in a new manual. 

The most recent Rubber Ducky seeks to get around these restrictions. The DuckyScript programming language, which is used to construct the commands that the Rubber Ducky will enter into a target machine, receives a significant improvement with it. DuckyScript 3.0 is a feature-rich language that allows users to write functions, store variables, and apply logic flow controls, in contrast to earlier versions that were primarily limited to scripting keystroke sequences (i.e., if this... then that).

This implies that, for instance, the new Ducky can check to see if it is hooked into a Windows or Mac computer and then conditionally run code specific to each one, or it can disable itself if it has been attached to the incorrect target. In order to provide a more human effect, it can also generate pseudorandom numbers and utilize them to add a configurable delay between keystrokes.

The ability to steal data from a target computer by encoding it in binary code and transferring it through the signals intended to instruct a keyboard when the CapsLock or NumLock LEDs should light up is perhaps its most astounding feature. By using this technique, a hacker may plug it in for a brief period of time, excuse themselves by saying, "Sorry, I think that USB drive is faulty," and then take it away with all the credentials stored on it.

HOW SERIOUS IS THE RISK?

In other words, it may be a significant one, but because physical device access is required, the majority of people aren't at risk of being a target.

The 500 or so new Rubber Duckies that Hak5 brought to Def Con, according to Kitchen, were his company's most popular item at the convention, and they were all gone on the first day. It's safe to suppose that hundreds of hackers already possess one, and demand is likely to persist for some time.

Additionally, it has an online development toolkit that can be used to create attack payloads, compile them, and then load them onto the target device. A "payload hub" part of the website makes it simple for hackers to share what they've generated, and the Hak5 Discord is also busy with conversation and helpful advice. This makes it simple for users of the product to connect with a larger community.

It's too expensive for most individuals to distribute in volume, so unless your favorite cafe is renowned for being a hangout among vulnerable targets, it's doubtful that someone will leave a few of them there. To that end, if you intend to plug in a USB device that you discovered outside in a public area, pause to consider your decision.

WOULD IT WORK FOR ME?

Although the device is quite straightforward to use, there are a few things that could cause you trouble if you have no prior expertise writing or debugging code. For a while, during testing on a Mac, I was unable to get the Ducky to press the F4 key to activate the launchpad, but after forcing it to identify itself using an alternative Apple keyboard device ID, the problem was resolved.

From there, I was able to create a script that, when the Ducky was plugged in, would instantly run Chrome, open a new browser tab, and then immediately close it once more without requiring any action from the laptop user. Not bad for only a few hours of testing, and something that could be readily changed to perform duties other than reading technology news.

Pat Vieljeux

Pat Vieljeux

3 years ago

Your entrepreneurial experience can either be a beautiful adventure or a living hell with just one decision.

Choose.

Bakhrom Tursunov — Unsplash

DNA makes us distinct.

We act alike. Most people follow the same road, ignoring differences. We remain quiet about our uniqueness for fear of exclusion (family, social background, religion). We live a more or less imposed life.

Off the beaten path, we stand out from the others. We obey without realizing we're sewing a shroud. We're told to do as everyone else and spend 40 years dreaming of a golden retirement and regretting not living.

“One of the greatest regrets in life is being what others would want you to be, rather than being yourself.” - Shannon L. Alder

Others dare. Again, few are creative; most follow the example of those who establish a business for the sake of entrepreneurship. To live.

They pick a potential market and model their MVP on an existing solution. Most mimic others, alter a few things, appear to be original, and end up with bland products, adding to an already crowded market.

SaaS, PaaS, etc. followed suit. It's reduced pricing, profitability, and product lifespan.

As competitors become more aggressive, their profitability diminishes, making life horrible for them and their employees. They fail to innovate, cut costs, and close their company.

Few of them look happy and fulfilled.

How did they do it?

The answer is unsettlingly simple.

They are themselves.

  • They start their company, propelled at first by a passion or maybe a calling.

  • Then, at their own pace, they create it with the intention of resolving a dilemma.

  • They assess what others are doing and consider how they might improve it.

  • In contrast to them, they respond to it in their own way by adding a unique personal touch. Therefore, it is obvious.

Originals, like their DNA, can't be copied. Or if they are, they're poorly printed. Originals are unmatched. Artist-like. True collectors only buy Picasso paintings by the master, not forgeries, no matter how good.

Imaginative people are constantly ahead. Copycats fall behind unless they innovate. They watch their competition continuously. Their solution or product isn't sexy. They hope to cash in on their copied product by flooding the market.

They're mostly pirates. They're short-sighted, unlike creators.

Creators see further ahead and have no rivals. They use copiers to confirm a necessity. To maintain their individuality, creators avoid copying others. They find copying boring. It's boring. They oppose plagiarism.

It's thrilling and inspiring.

It will also make them more able to withstand their opponents' tension. Not to mention roadblocks. For creators, impediments are games.

Others fear it. They race against the clock and fear threats that could interrupt their momentum since they lack inventiveness and their product has a short life cycle.

Creators have time on their side. They're dedicated. Clearly. Passionate booksellers will have their own bookstore. Their passion shows in their book choices. Only the ones they love.

The copier wants to display as many as possible, including mediocre authors, and will cut costs. All this to dominate the market. They're digging their own grave.

The bookseller is just one example. I could give you tons of them.

Closing remarks

Entrepreneurs might follow others or be themselves. They risk exhaustion trying to predict what their followers will do.

It's true.

Life offers choices.

Being oneself or doing as others do, with the possibility of regretting not expressing our uniqueness and not having lived.

“Be yourself; everyone else is already taken”. Oscar Wilde

The choice is yours.