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

Nitin Sharma
3 years ago
Web3 Terminology You Should Know
The easiest online explanation.
Web3 is growing. Crypto companies are growing.
Instagram, Adidas, and Stripe adopted cryptocurrency.
Bitcoin and other cryptocurrencies made web3 famous.
Most don't know where to start. Cryptocurrency, DeFi, etc. are investments.
Since we don't understand web3, I'll help you today.
Let’s go.
1. Web3
It is the third generation of the web, and it is built on the decentralization idea which means no one can control it.
There are static webpages that we can only read on the first generation of the web (i.e. Web 1.0).
Web 2.0 websites are interactive. Twitter, Medium, and YouTube.
Each generation controlled the website owner. Simply put, the owner can block us. However, data breaches and selling user data to other companies are issues.
They can influence the audience's mind since they have control.
Assume Twitter's CEO endorses Donald Trump. Result? Twitter would have promoted Donald Trump with tweets and graphics, enhancing his chances of winning.
We need a decentralized, uncontrollable system.
And then there’s Web3.0 to consider. As Bitcoin and Ethereum values climb, so has its popularity. Web3.0 is uncontrolled web evolution. It's good and bad.
Dapps, DeFi, and DAOs are here. It'll all be explained afterwards.
2. Cryptocurrencies:
No need to elaborate.
Bitcoin, Ethereum, Cardano, and Dogecoin are cryptocurrencies. It's digital money used for payments and other uses.
Programs must interact with cryptocurrencies.
3. Blockchain:
Blockchain facilitates bitcoin transactions, investments, and earnings.
This technology governs Web3. It underpins the web3 environment.
Let us delve much deeper.
Blockchain is simple. However, the name expresses the meaning.
Blockchain is a chain of blocks.
Let's use an image if you don't understand.
The graphic above explains blockchain. Think Blockchain. The block stores related data.
Here's more.
4. Smart contracts
Programmers and developers must write programs. Smart contracts are these blockchain apps.
That’s reasonable.
Decentralized web3.0 requires immutable smart contracts or programs.
5. NFTs
Blockchain art is NFT. Non-Fungible Tokens.
Explaining Non-Fungible Token may help.
Two sorts of tokens:
These tokens are fungible, meaning they can be changed. Think of Bitcoin or cash. The token won't change if you sell one Bitcoin and acquire another.
Non-Fungible Token: Since these tokens cannot be exchanged, they are exclusive. For instance, music, painting, and so forth.
Right now, Companies and even individuals are currently developing worthless NFTs.
The concept of NFTs is much improved when properly handled.
6. Dapp
Decentralized apps are Dapps. Instagram, Twitter, and Medium apps in the same way that there is a lot of decentralized blockchain app.
Curve, Yearn Finance, OpenSea, Axie Infinity, etc. are dapps.
7. DAOs
DAOs are member-owned and governed.
Consider it a company with a core group of contributors.
8. DeFi
We all utilize centrally regulated financial services. We fund these banks.
If you have $10,000 in your bank account, the bank can invest it and retain the majority of the profits.
We only get a penny back. Some banks offer poor returns. To secure a loan, we must trust the bank, divulge our information, and fill out lots of paperwork.
DeFi was built for such issues.
Decentralized banks are uncontrolled. Staking, liquidity, yield farming, and more can earn you money.
Web3 beginners should start with these resources.

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.
Sam Hickmann
3 years ago
Nomad.xyz got exploited for $190M
Key Takeaways:
Another hack. This time was different. This is a doozy.
Why? Nomad got exploited for $190m. It was crypto's 5th-biggest hack. Ouch.
It wasn't hackers, but random folks. What happened:
A Nomad smart contract flaw was discovered. They couldn't drain the funds at once, so they tried numerous transactions. Rookie!
People noticed and copied the attack.
They just needed to discover a working transaction, substitute the other person's address with theirs, and run it.
In a two-and-a-half-hour attack, $190M was siphoned from Nomad Bridge.
Nomad is a novel approach to blockchain interoperability that leverages an optimistic mechanism to increase the security of cross-chain communication. — nomad.xyz
This hack was permissionless, therefore anyone could participate.
After the fatal blow, people fought over the scraps.
Cross-chain bridges remain a DeFi weakness and exploit target. When they collapse, it's typically total.
$190M...gobbled.
Unbacked assets are hurting Nomad-dependent chains. Moonbeam, EVMOS, and Milkomeda's TVLs dropped.
This incident is every-man-for-himself, although numerous whitehats exploited the issue...
But what triggered the feeding frenzy?
How did so many pick the bones?
After a normal upgrade in June, the bridge's Replica contract was initialized with a severe security issue. The 0x00 address was a trusted root, therefore all messages were valid by default.
After a botched first attempt (costing $350k in gas), the original attacker's exploit tx called process() without first 'proving' its validity.
The process() function executes all cross-chain messages and checks the merkle root of all messages (line 185).
The upgrade caused transactions with a'messages' value of 0 (invalid, according to old logic) to be read by default as 0x00, a trusted root, passing validation as 'proven'
Any process() calls were valid. In reality, a more sophisticated exploiter may have designed a contract to drain the whole bridge.
Copycat attackers simply copied/pasted the same process() function call using Etherscan, substituting their address.
The incident was a wild combination of crowdhacking, whitehat activities, and MEV-bot (Maximal Extractable Value) mayhem.
For example, 🍉🍉🍉. eth stole $4M from the bridge, but claims to be whitehat.
Others stood out for the wrong reasons. Repeat criminal Rari Capital (Artibrum) exploited over $3M in stablecoins, which moved to Tornado Cash.
The top three exploiters (with 95M between them) are:
$47M: 0x56D8B635A7C88Fd1104D23d632AF40c1C3Aac4e3
$40M: 0xBF293D5138a2a1BA407B43672643434C43827179
$8M: 0xB5C55f76f90Cc528B2609109Ca14d8d84593590E
Here's a list of all the exploiters:
The project conducted a Quantstamp audit in June; QSP-19 foreshadowed a similar problem.
The auditor's comments that "We feel the Nomad team misinterpreted the issue" speak to a troubling attitude towards security that the project's "Long-Term Security" plan appears to confirm:
Concerns were raised about the team's response time to a live, public exploit; the team's official acknowledgement came three hours later.
"Removing the Replica contract as owner" stopped the exploit, but it was too late to preserve the cash.
Closed blockchain systems are only as strong as their weakest link.
The Harmony network is in turmoil after its bridge was attacked and lost $100M in late June.
What's next for Nomad's ecosystems?
Moonbeam's TVL is now $135M, EVMOS's is $3M, and Milkomeda's is $20M.
Loss of confidence may do more damage than $190M.
Cross-chain infrastructure is difficult to secure in a new, experimental sector. Bridge attacks can pollute an entire ecosystem or more.
Nomadic liquidity has no permanent home, so consumers will always migrate in pursuit of the "next big thing" and get stung when attentiveness wanes.
DeFi still has easy prey...
Sources: rekt.news & The Milk Road.
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Patryk Nawrocki
3 years ago
7 things a new UX/UI designer should know
If I could tell my younger self a few rules, they would boost my career.
1. Treat design like medicine; don't get attached.
If it doesn't help, you won't be angry, but you'll try to improve it. Designers blame others if they don't like the design, but the rule is the same: we solve users' problems. You're not your design, and neither are they. Be humble with your work because your assumptions will often be wrong and users will behave differently.
2. Consider your design flawed.
Disagree with yourself, then defend your ideas. Most designers forget to dig deeper into a pattern, screen, button, or copywriting. If someone asked, "Have you considered alternatives? How does this design stack up? Here's a functional UX checklist to help you make design decisions.
3. Codeable solutions.
If your design requires more developer time, consider whether it's worth spending more money to code something with a small UX impact. Overthinking problems and designing abstract patterns is easy. Sometimes you see something on dribbble or bechance and try to recreate it, but it's not worth it. Here's my article on it.
4. Communication changes careers
Designers often talk with users, clients, companies, developers, and other designers. How you talk and present yourself can land you a job. Like driving or swimming, practice it. Success requires being outgoing and friendly. If I hadn't said "hello" to a few people, I wouldn't be where I am now.
5. Ignorance of the law is not an excuse.
Copyright, taxation How often have you used an icon without checking its license? If you use someone else's work in your project, the owner can cause you a lot of problems — paying a lot of money isn't worth it. Spend a few hours reading about copyrights, client agreements, and taxes.
6. Always test your design
If nobody has seen or used my design, it's not finished. Ask friends about prototypes. Testing reveals how wrong your assumptions were. Steve Krug, one of the authorities on this topic will tell you more about how to do testing.
7. Run workshops
A UX designer's job involves talking to people and figuring out what they need, which is difficult because they usually don't know. Organizing teamwork sessions is a powerful skill, but you must also be a good listener. Your job is to help a quiet, introverted developer express his solution and control the group. AJ Smart has more on workshops here.

The woman
3 years ago
Why Google's Hiring Process is Brilliant for Top Tech Talent
Without a degree and experience, you can get a high-paying tech job.
Most organizations follow this hiring rule: you chat with HR, interview with your future boss and other senior managers, and they make the final hiring choice.
If you've ever applied for a job, you know how arduous it can be. A newly snapped photo and a glossy resume template can wear you out. Applying to Google can change this experience.
According to an Universum report, Google is one of the world's most coveted employers. It's not simply the search giant's name and reputation that attract candidates, but its role requirements or lack thereof.
Candidates no longer need a beautiful resume, cover letter, Ivy League laurels, or years of direct experience. The company requires no degree or experience.
Elon Musk started it. He employed the two-hands test to uncover talented non-graduates. The billionaire eliminated the requirement for experience.
Google is deconstructing traditional employment with programs like the Google Project Management Degree, a free online and self-paced professional credential course.
Google's hiring is interesting. After its certification course, applicants can work in project management. Instead of academic degrees and experience, the company analyzes coursework.
Google finds the best project managers and technical staff in exchange. Google uses three strategies to find top talent.
Chase down the innovators
Google eliminates restrictions like education, experience, and others to find the polar bear amid the snowfall. Google's free project management education makes project manager responsibilities accessible to everyone.
Many jobs don't require a degree. Overlooking individuals without a degree can make it difficult to locate a candidate who can provide value to a firm.
Firsthand knowledge follows the same rule. A lack of past information might be an employer's benefit. This is true for creative teams or businesses that prefer to innovate.
Or when corporations conduct differently from the competition. No-experience candidates can offer fresh perspectives. Fast Company reports that people with no sales experience beat those with 10 to 15 years of experience.
Give the aptitude test first priority.
Google wants the best candidates. Google wouldn't be able to receive more applications if it couldn't screen them for fit. Its well-organized online training program can be utilized as a portfolio.
Google learns a lot about an applicant through completed assignments. It reveals their ability, leadership style, communication capability, etc. The course mimics the job to assess candidates' suitability.
Basic screening questions might provide information to compare candidates. Any size small business can use screening questions and test projects to evaluate prospective employees.
Effective training for employees
Businesses must train employees regardless of their hiring purpose. Formal education and prior experience don't guarantee success. Maintaining your employees' professional knowledge gaps is key to their productivity and happiness. Top-notch training can do that. Learning and development are key to employee engagement, says Bob Nelson, author of 1,001 Ways to Engage Employees.
Google's online certification program isn't available everywhere. Improving the recruiting process means emphasizing aptitude over experience and a degree. Instead of employing new personnel and having them work the way their former firm trained them, train them how you want them to function.
If you want to know more about Google’s recruiting process, we recommend you watch the movie “Internship.”

CyberPunkMetalHead
2 years ago
Why Bitcoin NFTs Are Incomprehensible yet Likely Here to Stay
I'm trying to understand why Bitcoin NFTs aren't ready.
Ordinals, a new Bitcoin protocol, has been controversial. NFTs can be added to Bitcoin transactions using the protocol. They are not tokens or fungible. Bitcoin NFTs are transaction metadata. Yes. They're not owned.
In January, the Ordinals protocol allowed data like photos to be directly encoded onto sats, the smallest units of Bitcoin worth 0.00000001 BTC, on the Bitcoin blockchain. Ordinals does not need a sidechain or token like other techniques. The Ordinals protocol has encoded JPEG photos, digital art, new profile picture (PFP) projects, and even 1993 DOOM onto the Bitcoin network.
Ordinals inscriptions are permanent digital artifacts preserved on the Bitcoin blockchain. It differs from Ethereum, Solana, and Stacks NFT technologies that allow smart contract creators to change information. Ordinals store the whole image or content on the blockchain, not just a link to an external server, unlike centralized databases, which can change the linked image, description, category, or contract identifier.
So far, more than 50,000 ordinals have been produced on the Bitcoin blockchain, and some of them have already been sold for astronomical amounts. The Ethereum-based CryptoPunks NFT collection spawned Ordinal Punk. Inscription 620 sold for 9.5 BTC, or $218,000, the most.
Segwit and Taproot, two important Bitcoin blockchain updates, enabled this. These protocols store transaction metadata, unlike Ethereum, where the NFT is the token. Bitcoin's NFT is a sat's transaction details.
What effects do ordinary values and NFTs have on the Bitcoin blockchain?
Ordinals will likely have long-term effects on the Bitcoin Ecosystem since they store, transact, and compute more data.
Charges Ordinals introduce scalability challenges. The Bitcoin network has limited transaction throughput and increased fees during peak demand. NFTs could make network transactions harder and more expensive. Ordinals currently occupy over 50% of block space, according to Glassnode.
One of the protocols that supported Ordinals Taproot has also seen a huge uptick:
Taproot use increases block size and transaction costs.
This could cause network congestion but also support more L2s with Ordinals-specific use cases. Dune info here.
Storage Needs The Bitcoin blockchain would need to store more data to store NFT data directly. Since ordinals were introduced, blocksize has tripled from 0.7mb to over 2.2mb, which could increase storage costs and make it harder for nodes to join the network.
Use Case Diversity On the other hand, NFTs on the Bitcoin blockchain could broaden Bitcoin's use cases beyond storage and payment. This could expand Bitcoin's user base. This is two-sided. Bitcoin was designed to be trustless, decentralized, peer-to-peer money.
Chain to permanently store NFTs as ordinals will change everything.
Popularity rise This new use case will boost Bitcoin appeal, according to some. This argument fails since Bitcoin is the most popular cryptocurrency. Popularity doesn't require a new use case. Cryptocurrency adoption boosts Bitcoin. It need not compete with Ethereum or provide extra benefits to crypto investors. If there was a need for another chain that supports NFTs (there isn't), why would anyone choose the slowest and most expensive network? It appears contradictory and unproductive.
Nonetheless, holding an NFT on the Bitcoin blockchain is more secure than any other blockchain, but this has little utility.
Bitcoin NFTs are undoubtedly controversial. NFTs are strange and perhaps harmful to Bitcoin's mission. If Bitcoin NFTs are here to stay, I hope a sidechain or rollup solution will take over and leave the base chain alone.
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