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
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More on Web3 & Crypto

joyce shen
3 years ago
Framework to Evaluate Metaverse and Web3
Everywhere we turn, there's a new metaverse or Web3 debut. Microsoft recently announced a $68.7 BILLION cash purchase of Activision.
Like AI in 2013 and blockchain in 2014, NFT growth in 2021 feels like this year's metaverse and Web3 growth. We are all bombarded with information, conflicting signals, and a sensation of FOMO.
How can we evaluate the metaverse and Web3 in a noisy, new world? My framework for evaluating upcoming technologies and themes is shown below. I hope you will also find them helpful.
Understand the “pipes” in a new space.
Whatever people say, Metaverse and Web3 will have to coexist with the current Internet. Companies who host, move, and store data over the Internet have a lot of intriguing use cases in Metaverse and Web3, whether in infrastructure, data analytics, or compliance. Hence the following point.
## Understand the apps layer and their infrastructure.
Gaming, crypto exchanges, and NFT marketplaces would not exist today if not for technology that enables rapid app creation. Yes, according to Chainalysis and other research, 30–40% of Ethereum is self-hosted, with the rest hosted by large cloud providers. For Microsoft to acquire Activision makes strategic sense. It's not only about the games, but also the infrastructure that supports them.
Follow the money
Understanding how money and wealth flow in a complex and dynamic environment helps build clarity. Unless you are exceedingly wealthy, you have limited ability to significantly engage in the Web3 economy today. Few can just buy 10 ETH and spend it in one day. You must comprehend who benefits from the process, and how that 10 ETH circulates now and possibly tomorrow. Major holders and players control supply and liquidity in any market. Today, most Web3 apps are designed to increase capital inflow so existing significant holders can utilize it to create a nascent Web3 economy. When you see a new Metaverse or Web3 application, remember how money flows.
What is the use case?
What does the app do? If there is no clear use case with clear makers and consumers solving a real problem, then the euphoria soon fades, and the only stakeholders who remain enthused are those who have too much to lose.
Time is a major competition that is often overlooked.
We're only busier, but each day is still 24 hours. Using new apps may mean that time is lost doing other things. The user must be eager to learn. Metaverse and Web3 vs. our time? I don't think we know the answer yet (at least for working adults whose cost of time is higher).
I don't think we know the answer yet (at least for working adults whose cost of time is higher).
People and organizations need security and transparency.
For new technologies or apps to be widely used, they must be safe, transparent, and trustworthy. What does secure Metaverse and Web3 mean? This is an intriguing subject for both the business and public sectors. Cloud adoption grew in part due to improved security and data protection regulations.
The following frameworks can help analyze and understand new technologies and emerging technological topics, unless you are a significant investment fund with the financial ability to gamble on numerous initiatives and essentially form your own “index fund”.
I write on VC, startups, and leadership.
More on https://www.linkedin.com/in/joycejshen/ and https://joyceshen.substack.com/
This writing is my own opinion and does not represent investment advice.

Faisal Khan
2 years ago
4 typical methods of crypto market manipulation
Market fraud
Due to its decentralized and fragmented character, the crypto market has integrity difficulties.
Cryptocurrencies are an immature sector, therefore market manipulation becomes a bigger issue. Many research have attempted to uncover these abuses. CryptoCompare's newest one highlights some of the industry's most typical scams.
Why are these concerns so common in the crypto market? First, even the largest centralized exchanges remain unregulated due to industry immaturity. A low-liquidity market segment makes an attack more harmful. Finally, market surveillance solutions not implemented reduce transparency.
In CryptoCompare's latest exchange benchmark, 62.4% of assessed exchanges had a market surveillance system, although only 18.1% utilised an external solution. To address market integrity, this measure must improve dramatically. Before discussing the report's malpractices, note that this is not a full list of attacks and hacks.
Clean Trading
An investor buys and sells concurrently to increase the asset's price. Centralized and decentralized exchanges show this misconduct. 23 exchanges have a volume-volatility correlation < 0.1 during the previous 100 days, according to CryptoCompares. In August 2022, Exchange A reported $2.5 trillion in artificial and/or erroneous volume, up from $33.8 billion the month before.
Spoofing
Criminals create and cancel fake orders before they can be filled. Since manipulators can hide in larger trading volumes, larger exchanges have more spoofing. A trader placed a 20.8 BTC ask order at $19,036 when BTC was trading at $19,043. BTC declined 0.13% to $19,018 in a minute. At 18:48, the trader canceled the ask order without filling it.
Front-Running
Most cryptocurrency front-running involves inside trading. Traditional stock markets forbid this. Since most digital asset information is public, this is harder. Retailers could utilize bots to front-run.
CryptoCompare found digital wallets of people who traded like insiders on exchange listings. The figure below shows excess cumulative anomalous returns (CAR) before a coin listing on an exchange.
Finally, LAYERING is a sequence of spoofs in which successive orders are put along a ladder of greater (layering offers) or lower (layering bids) values. The paper concludes with recommendations to mitigate market manipulation. Exchange data transparency, market surveillance, and regulatory oversight could reduce manipulative tactics.

CyberPunkMetalHead
3 years ago
Developed an automated cryptocurrency trading tool for nearly a year before unveiling it this month.
Overview
I'm happy to provide this important update. We've worked on this for a year and a half, so I'm glad to finally write it. We named the application AESIR because we’ve love Norse Mythology. AESIR automates and runs trading strategies.
Volatility, technical analysis, oscillators, and other signals are currently supported by AESIR.
Additionally, we enhanced AESIR's ability to create distinctive bespoke signals by allowing it to analyze many indicators and produce a single signal.
AESIR has a significant social component that allows you to copy the best-performing public setups and use them right away.
Enter your email here to be notified when AEISR launches.
Views on algorithmic trading
First, let me clarify. Anyone who claims algorithmic trading platforms are money-printing plug-and-play devices is a liar. Algorithmic trading platforms are a collection of tools.
A trading algorithm won't make you a competent trader if you lack a trading strategy and yolo your funds without testing. It may hurt your trade. Test and alter your plans to account for market swings, but comprehend market signals and trends.
Status Report
Throughout closed beta testing, we've communicated closely with users to design a platform they want to use.
To celebrate, we're giving you free Aesir Viking NFTs and we cover gas fees.
Why use a trading Algorithm?
Automating a successful manual approach
experimenting with and developing solutions that are impossible to execute manually
One AESIR strategy lets you buy any cryptocurrency that rose by more than x% in y seconds.
AESIR can scan an exchange for coins that have gained more than 3% in 5 minutes. It's impossible to manually analyze over 1000 trading pairings every 5 minutes. Auto buy dips or DCA around a Dip
Sneak Preview
Here's the Leaderboard, where you can clone the best public settings.
As a tiny, self-funded team, we're excited to unveil our product. It's a beta release, so there's still more to accomplish, but we know where we stand.
If this sounds like a project that you might want to learn more about, you can sign up to our newsletter and be notified when AESIR launches.
Useful Links:
Join the Discord | Join our subreddit | Newsletter | Mint Free NFT
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Sammy Abdullah
3 years ago
Payouts to founders at IPO
How much do startup founders make after an IPO? We looked at 2018's major tech IPOs. Paydays aren't what founders took home at the IPO (shares are normally locked up for 6 months), but what they were worth at the IPO price on the day the firm went public. It's not cash, but it's nice. Here's the data.
Several points are noteworthy.
Huge payoffs. Median and average pay were $399m and $918m. Average and median homeownership were 9% and 12%.
Coinbase, Uber, UI Path. Uber, Zoom, Spotify, UI Path, and Coinbase founders raised billions. Zoom's founder owned 19% and Spotify's 28% and 13%. Brian Armstrong controlled 20% of Coinbase at IPO and was worth $15bn. Preserving as much equity as possible by staying cash-efficient or raising at high valuations also helps.
The smallest was Ping. Ping's compensation was the smallest. Andre Duand owned 2% but was worth $20m at IPO. That's less than some billion-dollar paydays, but still good.
IPOs can be lucrative, as you can see. Preserving equity could be the difference between a $20mm and $15bln payday (Coinbase).

Simon Ash
2 years ago
The Three Most Effective Questions for Ongoing Development
The Traffic Light Approach to Reviewing Personal, Team and Project Development
What needs improvement? If you want to improve, you need to practice your sport, musical instrument, habit, or work project. You need to assess your progress.
Continuous improvement is the foundation of focused practice and a growth mentality. Not just individually. High-performing teams pursue improvement. Right? Why is it hard?
As a leadership coach, senior manager, and high-level athlete, I've found three key questions that may unlock high performance in individuals and teams.
Problems with Reviews
Reviewing and improving performance is crucial, however I hate seeing review sessions in my diary. I rarely respond to questionnaire pop-ups or emails. Why?
Time constrains. Requests to fill out questionnaires often state they will take 10–15 minutes, but I can think of a million other things to do with that time. Next, review overload. Businesses can easily request comments online. No matter what you buy, someone will ask for your opinion. This bombardment might make feedback seem bad, which is bad.
The problem is that we might feel that way about important things like personal growth and work performance. Managers and team leaders face a greater challenge.
When to Conduct a Review
We must be wise about reviewing things that matter to us. Timing and duration matter. Reviewing the experience as quickly as possible preserves information and sentiments. Time must be brief. The review's importance and size will determine its length. We might only take a few seconds to review our morning coffee, but we might require more time for that six-month work project.
These post-event reviews should be supplemented by periodic reflection. Journaling can help with daily reflections, but I also like to undertake personal reviews every six months on vacation or at a retreat.
As an employee or line manager, you don't want to wait a year for a performance assessment. Little and frequently is best, with a more formal and in-depth assessment (typically with a written report) in 6 and 12 months.
The Easiest Method to Conduct a Review Session
I follow Einstein's review process:
“Make things as simple as possible but no simpler.”
Thus, it should be brief but deliver the necessary feedback. Quality critique is hard to receive if the process is overly complicated or long.
I have led or participated in many review processes, from strategic overhauls of big organizations to personal goal coaching. Three key questions guide the process at either end:
What ought to stop being done?
What should we do going forward?
What should we do first?
Following the Rule of 3, I compare it to traffic lights. Red, amber, and green lights:
Red What ought should we stop?
Amber What ought to we keep up?
Green Where should we begin?
This approach is easy to understand and self-explanatory, however below are some examples under each area.
Red What ought should we stop?
As a team or individually, we must stop doing things to improve.
Sometimes they're bad. If we want to lose weight, we should avoid sweets. If a team culture is bad, we may need to stop unpleasant behavior like gossiping instead of having difficult conversations.
Not all things we should stop are wrong. Time matters. Since it is finite, we sometimes have to stop nice things to focus on the most important. Good to Great author Jim Collins famously said:
“Don’t let the good be the enemy of the great.”
Prioritizing requires this idea. Thus, decide what to stop to prioritize.
Amber What ought to we keep up?
Should we continue with the amber light? It helps us decide what to keep doing during review. Many items fall into this category, so focus on those that make the most progress.
Which activities have the most impact? Which behaviors create the best culture? Success-building habits?
Use these questions to find positive momentum. These are the fly-wheel motions, according to Jim Collins. The Compound Effect author Darren Hardy says:
“Consistency is the key to achieving and maintaining momentum.”
What can you do consistently to reach your goal?
Green Where should we begin?
Finally, green lights indicate new beginnings. Red/amber difficulties may be involved. Stopping a red issue may give you more time to do something helpful (in the amber).
This green space inspires creativity. Kolbs learning cycle requires active exploration to progress. Thus, it's crucial to think of new approaches, try them out, and fail if required.
This notion underpins lean start-build, up's measure, learn approach and agile's trying, testing, and reviewing. Try new things until you find what works. Thomas Edison, the lighting legend, exclaimed:
“There is a way to do it better — find it!”
Failure is acceptable, but if you want to fail forward, look back on what you've done.
John Maxwell concurred with Edison:
“Fail early, fail often, but always fail forward”
A good review procedure lets us accomplish that. To avoid failure, we must act, experiment, and reflect.
Use the traffic light system to prioritize queries. Ask:
Red What needs to stop?
Amber What should continue to occur?
Green What might be initiated?
Take a moment to reflect on your day. Check your priorities with these three questions. Even if merely to confirm your direction, it's a terrific exercise!
Matthew Royse
3 years ago
These 10 phrases are unprofessional at work.
Successful workers don't talk this way.

"I know it's unprofessional, but I can't stop." — Author Sandy Hall
Do you realize your unprofessionalism? Do you care? Self-awareness?
Everyone can improve their unprofessionalism. Some workplace phrases and words shouldn't be said.
People often say out loud what they're thinking. They show insecurity, incompetence, and disrespect.
"Think before you speak," goes the saying.
Some of these phrases are "okay" in certain situations, but you'll lose colleagues' respect if you use them often.
Your word choice. Your tone. Your intentions. They matter.
Choose your words carefully to build work relationships and earn peer respect. You should build positive relationships with coworkers and clients.
These 10 phrases are unprofessional.
1. That Meeting Really Sucked
Wow! Were you there? You should be responsible if you attended. You can influence every conversation.
Alternatives
Improve the meeting instead of complaining afterward. Make it more meaningful and productive.
2. Not Sure if You Saw My Last Email
Referencing a previous email irritates people. Email follow-up can be difficult. Most people get tons of emails a day, so it may have been buried, forgotten, or low priority.
Alternatives
It's okay to follow up, but be direct, short, and let the recipient "save face"
3. Any Phrase About Sex, Politics, and Religion
Discussing sex, politics, and religion at work is foolish. If you discuss these topics, you could face harassment lawsuits.
Alternatives
Keep quiet about these contentious issues. Don't touch them.
4. I Know What I’m Talking About
Adding this won't persuade others. Research, facts, and topic mastery are key to persuasion. If you're knowledgeable, you don't need to say this.
Alternatives
Please don’t say it at all. Justify your knowledge.
5. Per Our Conversation
This phrase sounds like legal language. You seem to be documenting something legally. Cold, stern, and distant. "As discussed" sounds inauthentic.
Alternatives
It was great talking with you earlier; here's what I said.
6. Curse-Word Phrases
Swearing at work is unprofessional. You never know who's listening, so be careful. A child may be at work or on a Zoom or Teams call. Workplace cursing is unacceptable.
Alternatives
Avoid adult-only words.
7. I Hope This Email Finds You Well
This is a unique way to wish someone well. This phrase isn't as sincere as the traditional one. When you talk about the email, you're impersonal.
Alternatives
Genuinely care for others.
8. I Am Really Stressed
Happy, strong, stress-managing coworkers are valued. Manage your own stress. Exercise, sleep, and eat better.
Alternatives
Everyone has stress, so manage it. Don't talk about your stress.
9. I Have Too Much to Do
You seem incompetent. People think you can't say "no" or have poor time management. If you use this phrase, you're telling others you may need to change careers.
Alternatives
Don't complain about your workload; just manage it.
10. Bad Closing Salutations
"Warmly," "best," "regards," and "warm wishes" are common email closings. This conclusion sounds impersonal. Why use "warmly" for finance's payment status?
Alternatives
Personalize the closing greeting to the message and recipient. Use "see you tomorrow" or "talk soon" as closings.
Bringing It All Together
These 10 phrases are unprofessional at work. That meeting sucked, not sure if you saw my last email, and sex, politics, and religion phrases.
Also, "I know what I'm talking about" and any curse words. Also, avoid phrases like I hope this email finds you well, I'm stressed, and I have too much to do.
Successful workers communicate positively and foster professionalism. Don't waste chances to build strong work relationships by being unprofessional.
“Unprofessionalism damages the business reputation and tarnishes the trust of society.” — Pearl Zhu, an American author
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