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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
Vitalik
3 years ago
Fairness alternatives to selling below market clearing prices (or community sentiment, or fun)
When a seller has a limited supply of an item in high (or uncertain and possibly high) demand, they frequently set a price far below what "the market will bear." As a result, the item sells out quickly, with lucky buyers being those who tried to buy first. This has happened in the Ethereum ecosystem, particularly with NFT sales and token sales/ICOs. But this phenomenon is much older; concerts and restaurants frequently make similar choices, resulting in fast sell-outs or long lines.
Why do sellers do this? Economists have long wondered. A seller should sell at the market-clearing price if the amount buyers are willing to buy exactly equals the amount the seller has to sell. If the seller is unsure of the market-clearing price, they should sell at auction and let the market decide. So, if you want to sell something below market value, don't do it. It will hurt your sales and it will hurt your customers. The competitions created by non-price-based allocation mechanisms can sometimes have negative externalities that harm third parties, as we will see.
However, the prevalence of below-market-clearing pricing suggests that sellers do it for good reason. And indeed, as decades of research into this topic has shown, there often are. So, is it possible to achieve the same goals with less unfairness, inefficiency, and harm?
Selling at below market-clearing prices has large inefficiencies and negative externalities
An item that is sold at market value or at an auction allows someone who really wants it to pay the high price or bid high in the auction. So, if a seller sells an item below market value, some people will get it and others won't. But the mechanism deciding who gets the item isn't random, and it's not always well correlated with participant desire. It's not always about being the fastest at clicking buttons. Sometimes it means waking up at 2 a.m. (but 11 p.m. or even 2 p.m. elsewhere). Sometimes it's just a "auction by other means" that's more chaotic, less efficient, and has far more negative externalities.
There are many examples of this in the Ethereum ecosystem. Let's start with the 2017 ICO craze. For example, an ICO project would set the price of the token and a hard maximum for how many tokens they are willing to sell, and the sale would start automatically at some point in time. The sale ends when the cap is reached.
So what? In practice, these sales often ended in 30 seconds or less. Everyone would start sending transactions in as soon as (or just before) the sale started, offering higher and higher fees to encourage miners to include their transaction first. Instead of the token seller receiving revenue, miners receive it, and the sale prices out all other applications on-chain.
The most expensive transaction in the BAT sale set a fee of 580,000 gwei, paying a fee of $6,600 to get included in the sale.
Many ICOs after that tried various strategies to avoid these gas price auctions; one ICO notably had a smart contract that checked the transaction's gasprice and rejected it if it exceeded 50 gwei. But that didn't solve the issue. Buyers hoping to game the system sent many transactions hoping one would get through. An auction by another name, clogging the chain even more.
ICOs have recently lost popularity, but NFTs and NFT sales have risen in popularity. But the NFT space didn't learn from 2017; they do fixed-quantity sales just like ICOs (eg. see the mint function on lines 97-108 of this contract here). So what?
That's not the worst; some NFT sales have caused gas price spikes of up to 2000 gwei.
High gas prices from users fighting to get in first by sending higher and higher transaction fees. An auction renamed, pricing out all other applications on-chain for 15 minutes.
So why do sellers sometimes sell below market price?
Selling below market value is nothing new, and many articles, papers, and podcasts have written (and sometimes bitterly complained) about the unwillingness to use auctions or set prices to market-clearing levels.
Many of the arguments are the same for both blockchain (NFTs and ICOs) and non-blockchain examples (popular restaurants and concerts). Fairness and the desire not to exclude the poor, lose fans or create tension by being perceived as greedy are major concerns. The 1986 paper by Kahneman, Knetsch, and Thaler explains how fairness and greed can influence these decisions. I recall that the desire to avoid perceptions of greed was also a major factor in discouraging the use of auction-like mechanisms in 2017.
Aside from fairness concerns, there is the argument that selling out and long lines create a sense of popularity and prestige, making the product more appealing to others. Long lines should have the same effect as high prices in a rational actor model, but this is not the case in reality. This applies to ICOs and NFTs as well as restaurants. Aside from increasing marketing value, some people find the game of grabbing a limited set of opportunities first before everyone else is quite entertaining.
But there are some blockchain-specific factors. One argument for selling ICO tokens below market value (and one that persuaded the OmiseGo team to adopt their capped sale strategy) is community dynamics. The first rule of community sentiment management is to encourage price increases. People are happy if they are "in the green." If the price drops below what the community members paid, they are unhappy and start calling you a scammer, possibly causing a social media cascade where everyone calls you a scammer.
This effect can only be avoided by pricing low enough that post-launch market prices will almost certainly be higher. But how do you do this without creating a rush for the gates that leads to an auction?
Interesting solutions
It's 2021. We have a blockchain. The blockchain is home to a powerful decentralized finance ecosystem, as well as a rapidly expanding set of non-financial tools. The blockchain also allows us to reset social norms. Where decades of economists yelling about "efficiency" failed, blockchains may be able to legitimize new uses of mechanism design. If we could use our more advanced tools to create an approach that more directly solves the problems, with fewer side effects, wouldn't that be better than fiddling with a coarse-grained one-dimensional strategy space of selling at market price versus below market price?
Begin with the goals. We'll try to cover ICOs, NFTs, and conference tickets (really a type of NFT) all at the same time.
1. Fairness: don't completely exclude low-income people from participation; give them a chance. The goal of token sales is to avoid high initial wealth concentration and have a larger and more diverse initial token holder community.
2. Don’t create races: Avoid situations where many people rush to do the same thing and only a few get in (this is the type of situation that leads to the horrible auctions-by-another-name that we saw above).
3. Don't require precise market knowledge: the mechanism should work even if the seller has no idea how much demand exists.
4. Fun: The process of participating in the sale should be fun and game-like, but not frustrating.
5. Give buyers positive expected returns: in the case of a token (or an NFT), buyers should expect price increases rather than decreases. This requires selling below market value.
Let's start with (1). From Ethereum's perspective, there is a simple solution. Use a tool designed for the job: proof of personhood protocols! Here's one quick idea:
Mechanism 1 Each participant (verified by ID) can buy up to ‘’X’’ tokens at price P, with the option to buy more at an auction.
With the per-person mechanism, buyers can get positive expected returns for the portion sold through the per-person mechanism, and the auction part does not require sellers to understand demand levels. Is it race-free? The number of participants buying through the per-person pool appears to be high. But what if the per-person pool isn't big enough to accommodate everyone?
Make the per-person allocation amount dynamic.
Mechanism 2 Each participant can deposit up to X tokens into a smart contract to declare interest. Last but not least, each buyer receives min(X, N / buyers) tokens, where N is the total sold through the per-person pool (some other amount can also be sold by auction). The buyer gets their deposit back if it exceeds the amount needed to buy their allocation.
No longer is there a race condition based on the number of buyers per person. No matter how high the demand, it's always better to join sooner rather than later.
Here's another idea if you like clever game mechanics with fancy quadratic formulas.
Mechanism 3 Each participant can buy X units at a price P X 2 up to a maximum of C tokens per buyer. C starts low and gradually increases until enough units are sold.
The quantity allocated to each buyer is theoretically optimal, though post-sale transfers will degrade this optimality over time. Mechanisms 2 and 3 appear to meet all of the above objectives. They're not perfect, but they're good starting points.
One more issue. For fixed and limited supply NFTs, the equilibrium purchased quantity per participant may be fractional (in mechanism 2, number of buyers > N, and in mechanism 3, setting C = 1 may already lead to over-subscription). With fractional sales, you can offer lottery tickets: if there are N items available, you have a chance of N/number of buyers of getting the item, otherwise you get a refund. For a conference, groups could bundle their lottery tickets to guarantee a win or a loss. The certainty of getting the item can be auctioned.
The bottom tier of "sponsorships" can be used to sell conference tickets at market rate. You may end up with a sponsor board full of people's faces, but is that okay? After all, John Lilic was on EthCC's sponsor board!
Simply put, if you want to be reliably fair to people, you need an input that explicitly measures people. Authentication protocols do this (and if desired can be combined with zero knowledge proofs to ensure privacy). So we should combine the efficiency of market and auction-based pricing with the equality of proof of personhood mechanics.
Answers to possible questions
Q: Won't people who don't care about your project buy the item and immediately resell it?
A: Not at first. Meta-games take time to appear in practice. If they do, making them untradeable for a while may help mitigate the damage. Using your face to claim that your previous account was hacked and that your identity, including everything in it, should be moved to another account works because proof-of-personhood identities are untradeable.
Q: What if I want to make my item available to a specific community?
A: Instead of ID, use proof of participation tokens linked to community events. Another option, also serving egalitarian and gamification purposes, is to encrypt items within publicly available puzzle solutions.
Q: How do we know they'll accept? Strange new mechanisms have previously been resisted.
A: Having economists write screeds about how they "should" accept a new mechanism that they find strange is difficult (or even "equity"). However, abrupt changes in context effectively reset people's expectations. So the blockchain space is the best place to try this. You could wait for the "metaverse", but it's possible that the best version will run on Ethereum anyway, so start now.
Sam Hickmann
3 years ago
Token taxonomy: Utility vs Security vs NFT
Let's examine the differences between the three main token types and their functions.
As Ethereum grew, the term "token" became a catch-all term for all assets built on the Ethereum blockchain. However, different tokens were grouped based on their applications and features, causing some confusion. Let's examine the modification of three main token types: security, utility, and non-fungible.
Utility tokens
They provide a specific utility benefit (or a number of such). A utility token is similar to a casino chip, a table game ticket, or a voucher. Depending on the terms of issuing, they can be earned and used in various ways. A utility token is a type of token that represents a tool or mechanism required to use the application in question. Like a service, a utility token's price is determined by supply and demand. Tokens can also be used as a bonus or reward mechanism in decentralized systems: for example, if you like someone's work, give them an upvote and they get a certain number of tokens. This is a way for authors or creators to earn money indirectly.
The most common way to use a utility token is to pay with them instead of cash for discounted goods or services.
Utility tokens are the most widely used by blockchain companies. Most cryptocurrency exchanges accept fees in native utility tokens.
Utility tokens can also be used as a reward. Companies tokenize their loyalty programs so that points can be bought and sold on blockchain exchanges. These tokens are widely used in decentralized companies as a bonus system. You can use utility tokens to reward creators for their contributions to a platform, for example. It also allows members to exchange tokens for specific bonuses and rewards on your site.
Unlike security tokens, which are subject to legal restrictions, utility tokens can be freely traded.
Security tokens
Security tokens are essentially traditional securities like shares, bonds, and investment fund units in a crypto token form.
The key distinction is that security tokens are typically issued by private firms (rather than public companies) that are not listed on stock exchanges and in which you can not invest right now. Banks and large venture funds used to be the only sources of funding. A person could only invest in private firms if they had millions of dollars in their bank account. Privately issued security tokens outperform traditional public stocks in terms of yield. Private markets grew 50% faster than public markets over the last decade, according to McKinsey Private Equity Research.
A security token is a crypto token whose value is derived from an external asset or company. So it is governed as security (read about the Howey test further in this article). That is, an ownership token derives its value from the company's valuation, assets on the balance sheet, or dividends paid to token holders.
Why are Security Tokens Important?
Cryptocurrency is a lucrative investment. Choosing from thousands of crypto assets can mean the difference between millionaire and bankrupt. Without security tokens, crypto investing becomes riskier and generating long-term profits becomes difficult. These tokens have lower risk than other cryptocurrencies because they are backed by real assets or business cash flows. So having them helps to diversify a portfolio and preserve the return on investment in riskier assets.
Security tokens open up new funding avenues for businesses. As a result, investors can invest in high-profit businesses that are not listed on the stock exchange.
The distinction between utility and security tokens isn't as clear as it seems. However, this increases the risk for token issuers, especially in the USA. The Howey test is the main pillar regulating judicial precedent in this area.
What is a Howey Test?
An "investment contract" is determined by the Howey Test, a lawsuit settled by the US Supreme Court. If it does, it's a security and must be disclosed and registered under the Securities Act of 1933 and the Securities Exchange Act of 1934.
If the SEC decides that a cryptocurrency token is a security, a slew of issues arise. In practice, this ensures that the SEC will decide when a token can be offered to US investors and if the project is required to file a registration statement with the SEC.
Due to the Howey test's extensive wording, most utility tokens will be classified as securities, even if not intended to be. Because of these restrictions, most ICOs are not available to US investors. When asked about ICOs in 2018, then-SEC Chairman Jay Clayton said they were securities. The given statement adds to the risk. If a company issues utility tokens without registering them as securities, the regulator may impose huge fines or even criminal charges.
What other documents regulate tokens?
Securities Act (1993) or Securities Exchange Act (1934) in the USA; MiFID directive and Prospectus Regulation in the EU. These laws require registering the placement of security tokens, limiting their transfer, but protecting investors.
Utility tokens have much less regulation. The Howey test determines whether a given utility token is a security. Tokens recognized as securities are now regulated as such. Having a legal opinion that your token isn't makes the implementation process much easier. Most countries don't have strict regulations regarding utility tokens except KYC (Know Your Client) and AML (Anti Money-Laundering).
As cryptocurrency and blockchain technologies evolve, more countries create UT regulations. If your company is based in the US, be aware of the Howey test and the Bank Secrecy Act. It classifies UTs and their issuance as money transmission services in most states, necessitating a license and strict regulations. Due to high regulatory demands, UT issuers try to avoid the United States as a whole. A new law separating utility tokens from bank secrecy act will be introduced in the near future, giving hope to American issuers.
The rest of the world has much simpler rules requiring issuers to create basic investor disclosures. For example, the latest European legislation (MiCA) allows businesses to issue utility tokens without regulator approval. They must also prepare a paper with all the necessary information for the investors.
A payment token is a utility token that is used to make a payment. They may be subject to electronic money laws.
Because non-fungible tokens are a new instrument, there is no regulating paper yet. However, if the NFT is fractionalized, the smaller tokens acquired may be seen as securities.
NFT Tokens
Collectible tokens are also known as non-fungible tokens. Their distinctive feature is that they denote unique items such as artwork, merch, or ranks. Unlike utility tokens, which are fungible, meaning that two of the same tokens are identical, NFTs represent a unit of possession that is strictly one of a kind. In a way, NFTs are like baseball cards, each one unique and valuable.
As for today, the most recognizable NFT function is to preserve the fact of possession. Owning an NFT with a particular gif, meme, or sketch does not transfer the intellectual right to the possessor, but is analogous to owning an original painting signed by the author.
Collectible tokens can also be used as digital souvenirs, so to say. Businesses can improve their brand image by issuing their own branded NFTs, which represent ranks or achievements within the corporate ecosystem. Gamifying business ecosystems would allow people to connect with a brand and feel part of a community.
Which type of tokens is right for you as a business to raise capital?
For most businesses, it's best to raise capital with security tokens by selling existing shares to global investors. Utility tokens aren't meant to increase in value over time, so leave them for gamification and community engagement. In a blockchain-based business, however, a utility token is often the lifeblood of the operation, and its appreciation potential is directly linked to the company's growth. You can issue multiple tokens at once, rather than just one type. It exposes you to various investors and maximizes the use of digital assets.
Which tokens should I buy?
There are no universally best tokens. Their volatility, industry, and risk-reward profile vary. This means evaluating tokens in relation to your overall portfolio and personal preferences: what industries do you understand best, what excites you, how do you approach taxes, and what is your planning horizon? To build a balanced portfolio, you need to know these factors.
Conclusion
The three most common types of tokens today are security, utility, and NFT. Security tokens represent stocks, mutual funds, and bonds. Utility tokens can be perceived as an inside-product "currency" or "ignition key" that grants you access to goods and services or empowers with other perks. NFTs are unique collectible units that identify you as the owner of something.
Isobel Asher Hamilton
3 years ago
$181 million in bitcoin buried in a dump. $11 million to get them back
James Howells lost 8,000 bitcoins. He has $11 million to get them back.
His life altered when he threw out an iPhone-sized hard drive.
Howells, from the city of Newport in southern Wales, had two identical laptop hard drives squirreled away in a drawer in 2013. One was blank; the other had 8,000 bitcoins, currently worth around $181 million.
He wanted to toss out the blank one, but the drive containing the Bitcoin went to the dump.
He's determined to reclaim his 2009 stash.
Howells, 36, wants to arrange a high-tech treasure hunt for bitcoins. He can't enter the landfill.
Newport's city council has rebuffed Howells' requests to dig for his hard drive for almost a decade, stating it would be expensive and environmentally destructive.
I got an early look at his $11 million idea to search 110,000 tons of trash. He expects submitting it to the council would convince it to let him recover the hard disk.
110,000 tons of trash, 1 hard drive
Finding a hard disk among heaps of trash may seem Herculean.
Former IT worker Howells claims it's possible with human sorters, robot dogs, and an AI-powered computer taught to find hard drives on a conveyor belt.
His idea has two versions, depending on how much of the landfill he can search.
His most elaborate solution would take three years and cost $11 million to sort 100,000 metric tons of waste. Scaled-down version costs $6 million and takes 18 months.
He's created a team of eight professionals in AI-powered sorting, landfill excavation, garbage management, and data extraction, including one who recovered Columbia's black box data.
The specialists and their companies would be paid a bonus if they successfully recovered the bitcoin stash.
Howells: "We're trying to commercialize this project."
Howells claimed rubbish would be dug up by machines and sorted near the landfill.
Human pickers and a Max-AI machine would sort it. The machine resembles a scanner on a conveyor belt.
Remi Le Grand of Max-AI told us it will train AI to recognize Howells-like hard drives. A robot arm would select candidates.
Howells has added security charges to his scheme because he fears people would steal the hard drive.
He's budgeted for 24-hour CCTV cameras and two robotic "Spot" canines from Boston Dynamics that would patrol at night and look for his hard drive by day.
Howells said his crew met in May at the Celtic Manor Resort outside Newport for a pitch rehearsal.
Richard Hammond's narrative swings from banal to epic.
Richard Hammond filmed the meeting and created a YouTube documentary on Howells.
Hammond said of Howells' squad, "They're committed and believe in him and the idea."
Hammond: "It goes from banal to gigantic." "If I were in his position, I wouldn't have the strength to answer the door."
Howells said trash would be cleaned and repurposed after excavation. Reburying the rest.
"We won't pollute," he declared. "We aim to make everything better."
After the project is finished, he hopes to develop a solar or wind farm on the dump site. The council is unlikely to accept his vision soon.
A council representative told us, "Mr. Howells can't convince us of anything." "His suggestions constitute a significant ecological danger, which we can't tolerate and are forbidden by our permit."
Will the recovered hard drive work?
The "platter" is a glass or metal disc that holds the hard drive's data. Howells estimates 80% to 90% of the data will be recoverable if the platter isn't damaged.
Phil Bridge, a data-recovery expert who consulted Howells, confirmed these numbers.
If the platter is broken, Bridge adds, data recovery is unlikely.
Bridge says he was intrigued by the proposal. "It's an intriguing case," he added. Helping him get it back and proving everyone incorrect would be a great success story.
Who'd pay?
Swiss and German venture investors Hanspeter Jaberg and Karl Wendeborn told us they would fund the project if Howells received council permission.
Jaberg: "It's a needle in a haystack and a high-risk investment."
Howells said he had no contract with potential backers but had discussed the proposal in Zoom meetings. "Until Newport City Council gives me something in writing, I can't commit," he added.
Suppose he finds the bitcoins.
Howells said he would keep 30% of the data, worth $54 million, if he could retrieve it.
A third would go to the recovery team, 30% to investors, and the remainder to local purposes, including gifting £50 ($61) in bitcoin to each of Newport's 150,000 citizens.
Howells said he opted to spend extra money on "professional firms" to help convince the council.
What if the council doesn't approve?
If Howells can't win the council's support, he'll sue, claiming its actions constitute a "illegal embargo" on the hard drive. "I've avoided that path because I didn't want to cause complications," he stated. I wanted to cooperate with Newport's council.
Howells never met with the council face-to-face. He mentioned he had a 20-minute Zoom meeting in May 2021 but thought his new business strategy would help.
He met with Jessica Morden on June 24. Morden's office confirmed meeting.
After telling the council about his proposal, he can only wait. "I've never been happier," he said. This is our most professional operation, with the best employees.
The "crypto proponent" buys bitcoin every month and sells it for cash.
Howells tries not to think about what he'd do with his part of the money if the hard disk is found functional. "Otherwise, you'll go mad," he added.
This post is a summary. Read the full article here.
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Simone Basso
3 years ago
How I set up my teams to be successful
After 10 years of working in scale-ups, I've embraced a few concepts for scaling Tech and Product teams.
First, cross-functionalize teams. Product Managers represent the business, Product Designers the consumer, and Engineers build.
I organize teams of 5-10 individuals, following AWS's two pizza teams guidelines, with a Product Trio guiding each.
If more individuals are needed to reach a goal, I group teams under a Product Trio.
With Engineering being the biggest group, Staff/Principal Engineers often support the Trio on cross-team technical decisions.
Product Managers, Engineering Managers, or Engineers in the team may manage projects (depending on the project or aim), but the trio is collectively responsible for the team's output and outcome.
Once the Product Trio model is created, roles, duties, team ceremonies, and cooperation models must be clarified.
Keep reporting lines by discipline. Line managers are accountable for each individual's advancement, thus it's crucial that they know the work in detail.
Cross-team collaboration becomes more important after 3 teams (15-30 people). Teams can easily diverge in how they write code, run ceremonies, and build products.
Establishing groups of people that are cross-team, but grouped by discipline and skills, sharing and agreeing on working practices becomes critical.
The “Spotify Guild” model has been where I’ve taken a lot of my inspiration from.
Last, establish a taxonomy for communication channels.
In Slack, I create one channel per team and one per guild (and one for me to have discussions with the team leads).
These are just some of the basic principles I follow to organize teams.
A book I particularly like about team types and how they interact with each other is https://teamtopologies.com/.
Antonio Neto
3 years ago
What's up with tech?
Massive Layoffs, record low VC investment, debate over crash... why is it happening and what’s the endgame?
This article generalizes a diverse industry. For objectivity, specific tech company challenges like growing competition within named segments won't be considered. Please comment on the posts.
According to Layoffs.fyi, nearly 120.000 people have been fired from startups since March 2020. More than 700 startups have fired 1% to 100% of their workforce. "The tech market is crashing"
Venture capital investment dropped 19% QoQ in the first four months of 2022, a 2018 low. Since January 2022, Nasdaq has dropped 27%. Some believe the tech market is collapsing.
It's bad, but nothing has crashed yet. We're about to get super technical, so buckle up!
I've written a follow-up article about what's next. For a more optimistic view of the crisis' aftermath, see: Tech Diaspora and Silicon Valley crisis
What happened?
Insanity reigned. Last decade, everyone became a unicorn. Seed investments can be made without a product or team. While the "real world" economy suffered from the pandemic for three years, tech companies enjoyed the "new normal."
COVID sped up technology adoption on several fronts, but this "new normal" wasn't so new after many restrictions were lifted. Worse, it lived with disrupted logistics chains, high oil prices, and WW3. The consumer market has felt the industry's boom for almost 3 years. Inflation, unemployment, mental distress...what looked like a fast economic recovery now looks like unfulfilled promises.
People rethink everything they eat. Paying a Netflix subscription instead of buying beef is moronic if you can watch it for free on your cousin’s account. No matter how great your real estate app's UI is, buying a house can wait until mortgage rates drop. PLGProduct Led Growth (PLG) isn't the go-to strategy when consumers have more basic expense priorities.
Exponential growth and investment
Until recently, tech companies believed that non-exponential revenue growth was fatal. Exponential growth entails doing more with less. From Salim Ismail words:
An Exponential Organization (ExO) has 10x the impact of its peers.
Many tech companies' theories are far from reality.
Investors have funded (sometimes non-exponential) growth. Scale-driven companies throw people at problems until they're solved. Need an entire closing team because you’ve just bought a TV prime time add? Sure. Want gold-weight engineers to colorize buttons? Why not?
Tech companies don't need cash flow to do it; they can just show revenue growth and get funding. Even though it's hard to get funding, this was the market's momentum until recently.
The graph at the beginning of this section shows how industry heavyweights burned money until 2020, despite being far from their market-share seed stage. Being big and being sturdy are different things, and a lot of the tech startups out there are paper tigers. Without investor money, they have no foundation.
A little bit about interest rates
Inflation-driven high interest rates are said to be causing tough times. Investors would rather leave money in the bank than spend it (I myself said it some days ago). It’s not wrong, but it’s also not that simple.
The USA central bank (FED) is a good proxy of global economics. Dollar treasury bonds are the safest investment in the world. Buying U.S. debt, the only country that can print dollars, guarantees payment.
The graph above shows that FED interest rates are low and 10+ year bond yields are near 2018 levels. Nobody was firing at 2018. What’s with that then?
Full explanation is too technical for this article, so I'll just summarize: Bond yields rise due to lack of demand or market expectations of longer-lasting inflation. Safe assets aren't a "easy money" tactic for investors. If that were true, we'd have seen the current scenario before.
Long-term investors are protecting their capital from inflation.
Not a crash, a landing
I bombarded you with info... Let's review:
Consumption is down, hurting revenue.
Tech companies of all ages have been hiring to grow revenue at the expense of profit.
Investors expect inflation to last longer, reducing future investment gains.
Inflation puts pressure on a wheel that was rolling full speed not long ago. Investment spurs hiring, growth, and more investment. Worried investors and consumers reduce the cycle, and hiring follows.
Long-term investors back startups. When the invested company goes public or is sold, it's ok to burn money. What happens when the payoff gets further away? What if all that money sinks? Investors want immediate returns.
Why isn't the market crashing? Technology is not losing capital. It’s expecting change. The market realizes it threw moderation out the window and is reversing course. Profitability is back on the menu.
People solve problems and make money, but they also cost money. Huge cost for the tech industry. Engineers, Product Managers, and Designers earn up to 100% more than similar roles. Businesses must be careful about who they keep and in what positions to avoid wasting money.
What the future holds
From here on, it's all speculation. I found many great articles while researching this piece. Some are cited, others aren't (like this and this). We're in an adjustment period that may or may not last long.
Big companies aren't laying off many workers. Netflix firing 100 people makes headlines, but it's only 1% of their workforce. The biggest seem to prefer not hiring over firing.
Smaller startups beyond the seeding stage may be hardest hit. Without structure or product maturity, many will die.
I expect layoffs to continue for some time, even at Meta or Amazon. I don't see any industry names falling like they did during the .com crisis, but the market will shrink.
If you are currently employed, think twice before moving out and where to.
If you've been fired, hurry, there are still many opportunities.
If you're considering a tech career, wait.
If you're starting a business, I respect you. Good luck.
Michael Salim
3 years ago
300 Signups, 1 Landing Page, 0 Products
I placed a link on HackerNews and got 300 signups in a week. This post explains what happened.
Product Concept
The product is DbSchemaLibrary. A library of Database Schema.
I'm not sure where this idea originated from. Very fast. Build fast, fail fast, test many ideas, and one will be a hit. I tried it. Let's try it anyway, even though it'll probably fail. I finished The Lean Startup book and wanted to use it.
Database job bores me. Important! I get drowsy working on it. Someone must do it. I remember this happening once. I needed examples at the time. Something similar to Recall (my other project) that I can copy — or at least use as a reference.
Frequently googled. Many tabs open. The results were useless. I raised my hand and agreed to construct the database myself.
It resurfaced. I decided to do something.
Due Diligence
Lean Startup emphasizes validated learning. Everything the startup does should result in learning. I may build something nobody wants otherwise. That's what happened to Recall.
So, I wrote a business plan document. This happens before I code. What am I solving? What is my proposed solution? What is the leap of faith between the problem and solution? Who would be my target audience?
My note:
In my previous project, I did the opposite!
I wrote my expectations after reading the book's advice.
“Failure is a prerequisite to learning. The problem with the notion of shipping a product and then seeing what happens is that you are guaranteed to succeed — at seeing what happens.” — The Lean Startup book
These are successful metrics. If I don't reach them, I'll drop the idea and try another. I didn't understand numbers then. Below are guesses. But it’s a start!
I then wrote the project's What and Why. I'll use this everywhere. Before, I wrote a different pitch each time. I thought certain words would be better. I felt the audience might want something unusual.
Occasionally, this works. I'm unsure if it's a good idea. No stats, just my writing-time opinion. Writing every time is time-consuming and sometimes hazardous. Having a copy saved me duplication.
I can measure and learn from performance.
Last, I identified communities that might demand the product. This became an exercise in creativity.
The MVP
So now it’s time to build.
A MVP can test my assumptions. Business may learn from it. Not low-quality. We should learn from the tiniest thing.
I like the example of how Dropbox did theirs. They assumed that if the product works, people will utilize it. How can this be tested without a quality product? They made a movie demonstrating the software's functionality. Who knows how much functionality existed?
So I tested my biggest assumption. Users want schema references. How can I test if users want to reference another schema? I'd love this. Recall taught me that wanting something doesn't mean others do.
I made an email-collection landing page. Describe it briefly. Reference library. Each email sender wants a reference. They're interested in the product. Few other reasons exist.
Header and footer were skipped. No name or logo. DbSchemaLibrary is a name I thought of after the fact. 5-minute logo. I expected a flop. Recall has no users after months of labor. What could happen to a 2-day project?
I didn't compromise learning validation. How many visitors sign up? To draw a conclusion, I must track these results.
Posting Time
Now that the job is done, gauge interest. The next morning, I posted on all my channels. I didn't want to be spammy, therefore it required more time.
I made sure each channel had at least one fan of this product. I also answer people's inquiries in the channel.
My list stinks. Several channels wouldn't work. The product's target market isn't there. Posting there would waste our time. This taught me to create marketing channels depending on my persona.
Statistics! What actually happened
My favorite part! 23 channels received the link.
I stopped posting to Discord despite its high conversion rate. I eliminated some channels because they didn't fit. According to the numbers, some users like it. Most users think it's spam.
I was skeptical. And 12 people viewed it.
I didn't expect much attention on a startup subreddit. I'll likely examine Reddit further in the future. As I have enough info, I didn't post much. Time for the next validated learning
No comment. The post had few views, therefore the numbers are low.
The targeted people come next.
I'm a Toptal freelancer. There's a member-only Slack channel. Most people can't use this marketing channel, but you should! It's not as spectacular as discord's 27% conversion rate. But I think the users here are better.
I don’t really have a following anywhere so this isn’t something I can leverage.
The best yet. 10% is converted. With more data, I expect to attain a 10% conversion rate from other channels. Stable number.
This number required some work. Did you know that people use many different clients to read HN?
Unknowns
Untrackable views and signups abound. 1136 views and 135 signups are untraceable. It's 11%. I bet much of that came from Hackernews.
Overall Statistics
The 7-day signup-to-visit ratio was 17%. (Hourly data points)
First-day percentages were lower, which is noteworthy. Initially, it was little above 10%. The HN post started getting views then.
When traffic drops, the number reaches just around 20%. More individuals are interested in the connection. hn.algolia.com sent 2 visitors. This means people are searching and finding my post.
Interesting discoveries
1. HN post struggled till the US woke up.
11am UTC. After an hour, it lost popularity. It seemed over. 7 signups converted 13%. Not amazing, but I would've thought ahead.
After 4pm UTC, traffic grew again. 4pm UTC is 9am PDT. US awakened. 10am PDT saw 512 views.
2. The product was highlighted in a newsletter.
I found Revue references when gathering data. Newsletter platform. Someone posted the newsletter link. 37 views and 3 registrations.
3. HN numbers are extremely reliable
I don't have a time-lapse graph (yet). The statistics were constant all day.
2717 views later 272 new users, or 10.1%
With 293 signups at 2856 views, 10.25%
At 306 signups at 2965 views, 10.32%
Learnings
1. My initial estimations were wildly inaccurate
I wrote 30% conversion. Reading some articles, looks like 10% is a good number to aim for.
2. Paying attention to what matters rather than vain metrics
The Lean Startup discourages vanity metrics. Feel-good metrics that don't measure growth or traction. Considering the proportion instead of the total visitors made me realize there was something here.
What’s next?
There are lots of work to do. Data aggregation, display, website development, marketing, legal issues. Fun! It's satisfying to solve an issue rather than investigate its cause.
In the meantime, I’ve already written the first project update in another post. Continue reading it if you’d like to know more about the project itself! Shifting from Quantity to Quality — DbSchemaLibrary