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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

2 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

CNET

CNET

3 years ago

How a $300K Bored Ape Yacht Club NFT was accidentally sold for $3K

The Bored Ape Yacht Club is one of the most prestigious NFT collections in the world. A collection of 10,000 NFTs, each depicting an ape with different traits and visual attributes, Jimmy Fallon, Steph Curry and Post Malone are among their star-studded owners. Right now the price of entry is 52 ether, or $210,000.

Which is why it's so painful to see that someone accidentally sold their Bored Ape NFT for $3,066.

Unusual trades are often a sign of funny business, as in the case of the person who spent $530 million to buy an NFT from themselves. In Saturday's case, the cause was a simple, devastating "fat-finger error." That's when people make a trade online for the wrong thing, or for the wrong amount. Here the owner, real name Max or username maxnaut, meant to list his Bored Ape for 75 ether, or around $300,000. Instead he accidentally listed it for 0.75. One hundredth the intended price.

It was bought instantaneously. The buyer paid an extra $34,000 to speed up the transaction, ensuring no one could snap it up before them. The Bored Ape was then promptly listed for $248,000. The transaction appears to have been done by a bot, which can be coded to immediately buy NFTs listed below a certain price on behalf of their owners in order to take advantage of these exact situations.

"How'd it happen? A lapse of concentration I guess," Max told me. "I list a lot of items every day and just wasn't paying attention properly. I instantly saw the error as my finger clicked the mouse but a bot sent a transaction with over 8 eth [$34,000] of gas fees so it was instantly sniped before I could click cancel, and just like that, $250k was gone."

"And here within the beauty of the Blockchain you can see that it is both honest and unforgiving," he added.

Fat finger trades happen sporadically in traditional finance -- like the Japanese trader who almost bought 57% of Toyota's stock in 2014 -- but most financial institutions will stop those transactions if alerted quickly enough. Since cryptocurrency and NFTs are designed to be decentralized, you essentially have to rely on the goodwill of the buyer to reverse the transaction.

Fat finger errors in cryptocurrency trades have made many a headline over the past few years. Back in 2019, the company behind Tether, a cryptocurrency pegged to the US dollar, nearly doubled its own coin supply when it accidentally created $5 billion-worth of new coins. In March, BlockFi meant to send 700 Gemini Dollars to a set of customers, worth roughly $1 each, but mistakenly sent out millions of dollars worth of bitcoin instead. Last month a company erroneously paid a $24 million fee on a $100,000 transaction.

Similar incidents are increasingly being seen in NFTs, now that many collections have accumulated in market value over the past year. Last month someone tried selling a CryptoPunk NFT for $19 million, but accidentally listed it for $19,000 instead. Back in August, someone fat finger listed their Bored Ape for $26,000, an error that someone else immediately capitalized on. The original owner offered $50,000 to the buyer to return the Bored Ape -- but instead the opportunistic buyer sold it for the then-market price of $150,000.

"The industry is so new, bad things are going to happen whether it's your fault or the tech," Max said. "Once you no longer have control of the outcome, forget and move on."

The Bored Ape Yacht Club launched back in April 2021, with 10,000 NFTs being sold for 0.08 ether each -- about $190 at the time. While NFTs are often associated with individual digital art pieces, collections like the Bored Ape Yacht Club, which allow owners to flaunt their NFTs by using them as profile pictures on social media, are becoming increasingly prevalent. The Bored Ape Yacht Club has since become the second biggest NFT collection in the world, second only to CryptoPunks, which launched in 2017 and is considered the "original" NFT collection.

CoinTelegraph

CoinTelegraph

3 years ago

2 NFT-based blockchain games that could soar in 2022

NFTs look ready to rule 2022, and the recent pivot toward NFT utility in P2E gaming could make blockchain gaming this year’s sector darling.

After the popularity of decentralized finance (DeFi) came the rise of nonfungible tokens (NFTs), and to the surprise of many, NFTs took the spotlight and now remain front and center with the highest volume in sales occurring at the start of January 2022.
While 2021 became the year of NFTs, GameFi applications did surpass DeFi in terms of user popularity. According to data from DappRadar, Bloomberg gathered:

Nearly 50% of active cryptocurrency wallets connected to decentralized applications in November were for playing games. The percentage of wallets linked to decentralized finance, or DeFi, dapps fell to 45% during the same period, after months of being the leading dapp use case.

Blockchain play-to-earn (P2E) game Axie infinity skyrocketed and kicked off a gaming craze that is expected to continue all throughout 2022. Crypto pundits and gaming advocates have high expectations for P2E blockchain-based games and there’s bound to be a few sleeping giants that will dominate the sector.

Let’s take a look at five blockchain games that could make waves in 2022.

DeFi Kingdoms

The inspiration for DeFi Kingdoms came from simple beginnings — a passion for investing that lured the developers to blockchain technology. DeFi Kingdoms was born as a visualization of liquidity pool investing where in-game ‘gardens’ represent literal and figurative token pairings and liquidity pool mining.

As shown in the game, investors have a portion of their LP share within a plot filled with blooming plants. By attaching the concept of growth to DeFi protocols within a play-and-earn model, DeFi Kingdoms puts a twist on “playing” a game.

Built on the Harmony Network, DeFi Kingdoms became the first project on the network to ever top the DappRadar charts. This could be attributed to an influx of individuals interested in both DeFi and blockchain games or it could be attributed to its recent in-game utility token JEWEL surging.

JEWEL is a utility token that allows users to purchase NFTs in-game buffs to increase a base-level stat. It is also used for liquidity mining to grant users the opportunity to make more JEWEL through staking.

JEWEL is also a governance token that gives holders a vote in the growth and evolution of the project. In the past four months, the token price surged from $1.23 to an all-time high of $22.52. At the time of writing, JEWEL is down by nearly 16%, trading at $19.51.

Surging approximately 1,487% from its humble start of $1.23 four months ago in September, JEWEL token price has increased roughly 165% this last month alone, according to data from CoinGecko.

Guild of Guardians

Guild of Guardians is one of the more anticipated blockchain games in 2022 and it is built on ImmutableX, the first layer-two solution built on Ethereum that focuses on NFTs. Aiming to provide more access, it will operate as a free-to-play mobile role-playing game, modeling the P2E mechanics.

Similar to blockchain games like Axie Infinity, Guild of Guardians in-game assets can be exchanged. The project seems to be of interest to many gamers and investors with its NFT founder sale and token launch generating nearly $10 million in volume.

Launching its in-game token in October of 2021, the Guild of Guardians (GOG) tokens are ERC-20 tokens known as ‘gems’ inside the game. Gems are what power key features in the game such as minting in-game NFTs and interacting with the marketplace, and are available to earn while playing.

For the last month, the Guild of Guardians token has performed rather steadily after spiking to its all-time high of $2.81 after its launch. Despite the token being down over 50% from its all-time high, at the time of writing, some members of the community are looking forward to the possibility of staking and liquidity pools, which are features that tend to help stabilize token prices.

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Mark Shpuntov

Mark Shpuntov

2 years ago

How to Produce a Month's Worth of Content for Social Media in a Day

New social media producers' biggest error

Photo by Libby Penner on Unsplash

The Treadmill of Social Media Content

New creators focus on the wrong platforms.

They post to Instagram, Twitter, TikTok, etc.

They create daily material, but it's never enough for social media algorithms.

Creators recognize they're on a content creation treadmill.

They have to keep publishing content daily just to stay on the algorithm’s good side and avoid losing the audience they’ve built on the platform.

This is exhausting and unsustainable, causing creator burnout.

They focus on short-lived platforms, which is an issue.

Comparing low- and high-return social media platforms

Social media networks are great for reaching new audiences.

Their algorithm is meant to viralize material.

Social media can use you for their aims if you're not careful.

To master social media, focus on the right platforms.

To do this, we must differentiate low-ROI and high-ROI platforms:

Low ROI platforms are ones where content has a short lifespan. High ROI platforms are ones where content has a longer lifespan.

A tweet may be shown for 12 days. If you write an article or blog post, it could get visitors for 23 years.

ROI is drastically different.

New creators have limited time and high learning curves.

Nothing is possible.

First create content for high-return platforms.

ROI for social media platforms

Here are high-return platforms:

  1. Your Blog - A single blog article can rank and attract a ton of targeted traffic for a very long time thanks to the power of SEO.

  2. YouTube - YouTube has a reputation for showing search results or sidebar recommendations for videos uploaded 23 years ago. A superb video you make may receive views for a number of years.

  3. Medium - A platform dedicated to excellent writing is called Medium. When you write an article about a subject that never goes out of style, you're building a digital asset that can drive visitors indefinitely.

These high ROI platforms let you generate content once and get visitors for years.

This contrasts with low ROI platforms:

  1. Twitter

  2. Instagram

  3. TikTok

  4. LinkedIn

  5. Facebook

The posts you publish on these networks have a 23-day lifetime. Instagram Reels and TikToks are exceptions since viral content can last months.

If you want to make content creation sustainable and enjoyable, you must focus the majority of your efforts on creating high ROI content first. You can then use the magic of repurposing content to publish content to the lower ROI platforms to increase your reach and exposure.

How To Use Your Content Again

So, you’ve decided to focus on the high ROI platforms.

Great!

You've published an article or a YouTube video.

You worked hard on it.

Now you have fresh stuff.

What now?

If you are not repurposing each piece of content for multiple platforms, you are throwing away your time and efforts.

You've created fantastic material, so why not distribute it across platforms?

Repurposing Content Step-by-Step

For me, it's writing a blog article, but you might start with a video or podcast.

The premise is the same regardless of the medium.

Start by creating content for a high ROI platform (YouTube, Blog Post, Medium). Then, repurpose, edit, and repost it to the lower ROI platforms.

Here's how to repurpose pillar material for other platforms:

  1. Post the article on your blog.

  2. Put your piece on Medium (use the canonical link to point to your blog as the source for SEO)

  3. Create a video and upload it to YouTube using the talking points from the article.

  4. Rewrite the piece a little, then post it to LinkedIn.

  5. Change the article's format to a Thread and share it on Twitter.

  6. Find a few quick quotes throughout the article, then use them in tweets or Instagram quote posts.

  7. Create a carousel for Instagram and LinkedIn using screenshots from the Twitter Thread.

  8. Go through your film and select a few valuable 30-second segments. Share them on LinkedIn, Facebook, Twitter, TikTok, YouTube Shorts, and Instagram Reels.

  9. Your video's audio can be taken out and uploaded as a podcast episode.

If you (or your team) achieve all this, you'll have 20-30 pieces of social media content.

If you're just starting, I wouldn't advocate doing all of this at once.

Instead, focus on a few platforms with this method.

You can outsource this as your company expands. (If you'd want to learn more about content repurposing, contact me.)

You may focus on relevant work while someone else grows your social media on autopilot.

You develop high-ROI pillar content, and it's automatically chopped up and posted on social media.

This lets you use social media algorithms without getting sucked in.

Thanks for reading!

INTΞGRITY team

INTΞGRITY team

2 years ago

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(g) You have the right to opt-out of binding arbitration within 30 days of the date you initially accepted the terms of this section by sending an email to hello@int3grity.com. For the opt-out notification to be effective, it must include your full name and address and clearly explain your intent to opt out of binding arbitration. By declining binding arbitration, you consent to the resolution of Disputes in accordance with "Governing Law and Venue" below.

(h) If any portion of this section is found to be unenforceable or unlawful for any reason: (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) the severance of the unenforceable or unlawful provision shall have no effect whatsoever on the remainder of this section or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to this section; and (3) to the extent that any claims must therefore proceed on an individual basis, the parties agree to arbitrate those claims on an individual basis. In addition, if it is determined that any portion of this section prohibits an individual claim seeking public injunctive relief, that provision will be null and void to the extent that such relief may be sought outside of arbitration, and the balance of this section will be enforceable.

Statute and Location

These Terms and any dispute that may arise between you and INTΞGRITY are governed by California law, excluding its conflict of law provisions. Any issue between the parties that is not arbitrable or cannot be heard in small claims court will be determined by the state or federal courts of California and the United States, sitting in San Francisco, California.

Some nations have regulations that require agreements to be controlled by the consumer's country's laws. These statutes are not overridden by this paragraph.

Amendments

Periodically, we may make modifications to these Terms. If we make modifications, we will notify you by sending an email to the address connected with your account, providing an in-product message, or amending the date at the top of these Terms. Unless we specify otherwise in our notification, the modified Terms will take effect immediately, and your continued use of our Services after we issue such notice indicates your acceptance of the changes. If you do not accept the updated Terms, you must cease using our services.

Severability

If any section or portion of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of the other terms.

Miscellaneous INTΞGRITY’s omission to assert or enforce any right or term of these Terms is not a waiver of such right or provision. These Terms and the terms and policies specified in the Other Terms and Policies that May Apply to You Section constitute the complete agreement between the parties pertaining to the subject matter hereof and supersede all prior agreements, statements, and understandings between the parties. The section headings in these Terms are for convenience only and have no legal or contractual significance. The use of the word "including" shall be taken to mean "including without limitation." Unless otherwise specified, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights on any other person or entity. You consent to the use of electronic means for our communications and transactions.

Maddie Wang

Maddie Wang

2 years ago

Easiest and fastest way to test your startup idea!

Here's the fastest way to validate company concepts.

I squandered a year after dropping out of Stanford designing a product nobody wanted.

But today, I’m at 100k!

Differences:

I was designing a consumer product when I dropped out.

I coded MVP, got 1k users, and got YC interview.

Nice, huh?

WRONG!

Still coding and getting users 12 months later

WOULD PEOPLE PAY FOR IT? was the riskiest assumption I hadn't tested.

When asked why I didn't verify payment, I said,

Not-ready products. Now, nobody cares. The website needs work. Include this. Increase usage…

I feared people would say no.

After 1 year of pushing it off, my team told me they were really worried about the Business Model. Then I asked my audience if they'd buy my product.

So?

No, overwhelmingly.

I felt like I wasted a year building a product no one would buy.

Founders Cafe was the opposite.

Before building anything, I requested payment.

40 founders were interviewed.

Then we emailed Stanford, YC, and other top founders, asking them to join our community.

BOOM! 10/12 paid!

Without building anything, in 1 day I validated my startup's riskiest assumption. NOT 1 year.

Asking people to pay is one of the scariest things.

I understand.

I asked Stanford queer women to pay before joining my gay sorority.

I was afraid I'd turn them off or no one would pay.

Gay women, like those founders, were in such excruciating pain that they were willing to pay me upfront to help.

You can ask for payment (before you build) to see if people have the burning pain. Then they'll pay!

Examples from Founders Cafe members:

😮 Using a fake landing page, a college dropout tested a product. Paying! He built it and made $3m!

😮 YC solo founder faked a Powerpoint demo. 5 Enterprise paid LOIs. $1.5m raised, built, and in YC!

😮 A Harvard founder can convert Figma to React. 1 day, 10 customers. Built a tool to automate Figma -> React after manually fulfilling requests. 1m+

Bad example:

😭 Stanford Dropout Spends 1 Year Building Product Without Payment Validation

Some people build for a year and then get paying customers.

What I'm sharing is my experience and what Founders Cafe members have told me about validating startup ideas.

Don't waste a year like I did.

After my first startup failed, I planned to re-enroll at Stanford/work at Facebook.

After people paid, I quit for good.

I've hit $100k!

Hope this inspires you to request upfront payment! It'll change your life