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

Miguel Saldana
3 years ago
Crypto Inheritance's Catch-22
Security, privacy, and a strategy!
How to manage digital assets in worst-case scenarios is a perennial crypto concern. Since blockchain and bitcoin technology is very new, this hasn't been a major issue. Many early developers are still around, and many groups created around this technology are young and feel they have a lot of life remaining. This is why inheritance and estate planning in crypto should be handled promptly. As cryptocurrency's intrinsic worth rises, many people in the ecosystem are holding on to assets that might represent generational riches. With that much value, it's crucial to have a plan. Creating a solid plan entails several challenges.
the initial hesitation in coming up with a plan
The technical obstacles to ensuring the assets' security and privacy
the passing of assets from a deceased or incompetent person
Legal experts' lack of comprehension and/or understanding of how to handle and treat cryptocurrency.
This article highlights several challenges, a possible web3-native solution, and how to learn more.
The Challenge of Inheritance:
One of the biggest hurdles to inheritance planning is starting the conversation. As humans, we don't like to think about dying. Early adopters will experience crazy gains as cryptocurrencies become more popular. Creating a plan is crucial if you wish to pass on your riches to loved ones. Without a plan, the technical and legal issues I barely mentioned above would erode value by requiring costly legal fees and/or taxes, and you could lose everything if wallets and assets are not distributed appropriately (associated with the private keys). Raising awareness of the consequences of not having a plan should motivate people to make one.
Controlling Change:
Having an inheritance plan for your digital assets is crucial, but managing the guts and bolts poses a new set of difficulties. Privacy and security provided by maintaining your own wallet provide different issues than traditional finances and assets. Traditional finance is centralized (say a stock brokerage firm). You can assign another person to handle the transfer of your assets. In crypto, asset transfer is reimagined. One may suppose future transaction management is doable, but the user must consent, creating an impossible loop.
I passed away and must send a transaction to the person I intended to deliver it to.
I have to confirm or authorize the transaction, but I'm dead.
In crypto, scheduling a future transaction wouldn't function. To transfer the wallet and its contents, we'd need the private keys and/or seed phrase. Minimizing private key exposure is crucial to protecting your crypto from hackers, social engineering, and phishing. People have lost private keys after utilizing Life Hack-type tactics to secure them. People that break and hide their keys, lose them, or make them unreadable won't help with managing and/or transferring. This will require a derived solution.
Legal Challenges and Implications
Unlike routine cryptocurrency transfers and transactions, local laws may require special considerations. Even in the traditional world, estate/inheritance taxes, how assets will be split, and who executes the will must be considered. Many lawyers aren't crypto-savvy, which complicates the matter. There will be many hoops to jump through to safeguard your crypto and traditional assets and give them to loved ones.
Knowing RUFADAA/UFADAA, depending on your state, is vital for Americans. UFADAA offers executors and trustees access to online accounts (which crypto wallets would fall into). RUFADAA was changed to limit access to the executor to protect assets. RUFADAA outlines how digital assets are administered following death and incapacity in the US.
A Succession Solution
Having a will and talking about who would get what is the first step to having a solution, but using a Dad Mans Switch is a perfect tool for such unforeseen circumstances. As long as the switch's controller has control, nothing happens. Losing control of the switch initiates a state transition.
Subway or railway operations are examples. Modern control systems need the conductor to hold a switch to keep the train going. If they can't, the train stops.
Enter Sarcophagus
Sarcophagus is a decentralized dead man's switch built on Ethereum and Arweave. Sarcophagus allows actors to maintain control of their possessions even while physically unable to do so. Using a programmable dead man's switch and dual encryption, anything can be kept and passed on. This covers assets, secrets, seed phrases, and other use cases to provide authority and control back to the user and release trustworthy services from this work. Sarcophagus is built on a decentralized, transparent open source codebase. Sarcophagus is there if you're unprepared.

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.

The Verge
3 years ago
Bored Ape Yacht Club creator raises $450 million at a $4 billion valuation.
Yuga Labs, owner of three of the biggest NFT brands on the market, announced today a $450 million funding round. The money will be used to create a media empire based on NFTs, starting with games and a metaverse project.
The team's Otherside metaverse project is an MMORPG meant to connect the larger NFT universe. They want to create “an interoperable world” that is “gamified” and “completely decentralized,” says Wylie Aronow, aka Gordon Goner, co-founder of Bored Ape Yacht Club. “We think the real Ready Player One experience will be player run.”
Just a few weeks ago, Yuga Labs announced the acquisition of CryptoPunks and Meebits from Larva Labs. The deal brought together three of the most valuable NFT collections, giving Yuga Labs more IP to work with when developing games and metaverses. Last week, ApeCoin was launched as a cryptocurrency that will be governed independently and used in Yuga Labs properties.
Otherside will be developed by “a few different game studios,” says Yuga Labs CEO Nicole Muniz. The company plans to create development tools that allow NFTs from other projects to work inside their world. “We're welcoming everyone into a walled garden.”
However, Yuga Labs believes that other companies are approaching metaverse projects incorrectly, allowing the startup to stand out. People won't bond spending time in a virtual space with nothing going on, says Yuga Labs co-founder Greg Solano, aka Gargamel. Instead, he says, people bond when forced to work together.
In order to avoid getting smacked, Solano advises making friends. “We don't think a Zoom chat and walking around saying ‘hi' creates a deep social experience.” Yuga Labs refused to provide a release date for Otherside. Later this year, a play-to-win game is planned.
The funding round was led by Andreessen Horowitz, a major investor in the Web3 space. It previously backed OpenSea and Coinbase. Animoca Brands, Coinbase, and MoonPay are among those who have invested. Andreessen Horowitz general partner Chris Lyons will join Yuga Labs' board. The Financial Times broke the story last month.
"META IS A DOMINANT DIGITAL EXPERIENCE PROVIDER IN A DYSTOPIAN FUTURE."
This emerging [Web3] ecosystem is important to me, as it is to companies like Meta,” Chris Dixon, head of Andreessen Horowitz's crypto arm, tells The Verge. “In a dystopian future, Meta is the dominant digital experience provider, and it controls all the money and power.” (Andreessen Horowitz co-founder Marc Andreessen sits on Meta's board and invested early in Facebook.)
Yuga Labs has been profitable so far. According to a leaked pitch deck, the company made $137 million last year, primarily from its NFT brands, with a 95% profit margin. (Yuga Labs declined to comment on deck figures.)
But the company has built little so far. According to OpenSea data, it has only released one game for a limited time. That means Yuga Labs gets hundreds of millions of dollars to build a gaming company from scratch, based on a hugely lucrative art project.
Investors fund Yuga Labs based on its success. That's what they did, says Dixon, “they created a culture phenomenon”. But ultimately, the company is betting on the same thing that so many others are: that a metaverse project will be the next big thing. Now they must construct it.
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Sea Launch
3 years ago
A guide to NFT pre-sales and whitelists
Before we dig through NFT whitelists and pre-sales, if you know absolutely nothing about NFTs, check our NFT Glossary.
What are pre-sales and whitelists on NFTs?
An NFT pre-sale, as the name implies, allows community members or early supporters of an NFT project to mint before the public, usually via a whitelist or mint pass.
Coin collectors can use mint passes to claim NFTs during the public sale. Because the mint pass is executed by “burning” an NFT into a specific crypto wallet, the collector is not concerned about gas price spikes.
A whitelist is used to approve a crypto wallet address for an NFT pre-sale. In a similar way to an early access list, it guarantees a certain number of crypto wallets can mint one (or more) NFT.
New NFT projects can do a pre-sale without a whitelist, but whitelists are good practice to avoid gas wars and a fair shot at minting an NFT before launching in competitive NFT marketplaces like Opensea, Magic Eden, or CNFT.
Should NFT projects do pre-sales or whitelists? 👇
The reasons to do pre-sales or a whitelist for NFT creators:
Time the market and gain traction.
Pre-sale or whitelists can help NFT projects gauge interest early on.
Whitelist spots filling up quickly is usually a sign of a successful launch, though it does not guarantee NFT longevity (more on that later). Also, full whitelists create FOMO and momentum for the public sale among non-whitelisted NFT collectors.
If whitelist signups are low or slow, projects may need to work on their vision, community, or product. Or the market is in a bear cycle. In either case, it aids NFT projects in market timing.
Reward the early NFT Community members.
Pre-sale and whitelists can help NFT creators reward early supporters.
First, by splitting the minting process into two phases, early adopters get a chance to mint one or more NFTs from their collection at a discounted or even free price.
Did you know that BAYC started at 0.08 eth each? A serum that allowed you to mint a Mutant Ape has become as valuable as the original BAYC.
(2) Whitelists encourage early supporters to help build a project's community in exchange for a slot or status. If you invite 10 people to the NFT Discord community, you get a better ranking or even a whitelist spot.
Pre-sale and whitelisting have become popular ways for new projects to grow their communities and secure future buyers.
Prevent gas wars.
Most new NFTs are created on the Ethereum blockchain, which has the highest transaction fees (also known as gas) (Solana, Cardano, Polygon, Binance Smart Chain, etc).
An NFT public sale is a gas war when a large number of NFT collectors (or bots) try to mint an NFT at the same time.
Competing collectors are willing to pay higher gas fees to prioritize their transaction and out-price others when upcoming NFT projects are hyped and very popular.
Pre-sales and whitelisting prevent gas wars by breaking the minting process into smaller batches of members or season launches.
The reasons to do pre-sales or a whitelists for NFT collectors:
How do I get on an NFT whitelist?
- Popular NFT collections act as a launchpad for other new or hyped NFT collections.
Example: Interfaces NFTs gives out 100 whitelist spots to Deadfellaz NFTs holders. Both NFT projects win. Interfaces benefit from Deadfellaz's success and brand equity.
In this case, to get whitelisted NFT collectors need to hold that specific NFT that is acting like a launchpad.
- A NFT studio or collection that launches a new NFT project and rewards previous NFT holders with whitelist spots or pre-sale access.
The whitelist requires previous NFT holders or community members.
NFT Alpha Groups are closed, small, tight-knit Discord servers where members share whitelist spots or giveaways from upcoming NFTs.
The benefit of being in an alpha group is getting information about new NFTs first and getting in on pre-sale/whitelist before everyone else.
There are some entry barriers to alpha groups, but if you're active in the NFT community, you'll eventually bump into, be invited to, or form one.
- A whitelist spot is awarded to members of an NFT community who are the most active and engaged.
This participation reward is the most democratic. To get a chance, collectors must work hard and play to their strengths.
Whitelisting participation examples:
- Raffle, games and contest: NFT Community raffles, games, and contests. To get a whitelist spot, invite 10 people to X NFT Discord community.
- Fan art: To reward those who add value and grow the community by whitelisting the best fan art and/or artists is only natural.
- Giveaways: Lucky number crypto wallet giveaways promoted by an NFT community. To grow their communities and for lucky collectors, NFT projects often offer free NFT.
- Activate your voice in the NFT Discord Community. Use voice channels to get NFT teams' attention and possibly get whitelisted.
The advantage of whitelists or NFT pre-sales.
Chainalysis's NFT stats quote is the best answer:
“Whitelisting isn’t just some nominal reward — it translates to dramatically better investing results. OpenSea data shows that users who make the whitelist and later sell their newly-minted NFT gain a profit 75.7% of the time, versus just 20.8% for users who do so without being whitelisted. Not only that, but the data suggests it’s nearly impossible to achieve outsized returns on minting purchases without being whitelisted.” Full report here.
Sure, it's not all about cash. However, any NFT collector should feel secure in their investment by owning a piece of a valuable and thriving NFT project. These stats help collectors understand that getting in early on an NFT project (via whitelist or pre-sale) will yield a better and larger return.
The downsides of pre-sales & whitelists for NFT creators.
Pre-sales and whitelist can cause issues for NFT creators and collectors.
NFT flippers
NFT collectors who only want to profit from early minting (pre-sale) or low mint cost (via whitelist). To sell the NFT in a secondary market like Opensea or Solanart, flippers go after the discounted price.
For example, a 1000 Solana NFT collection allows 100 people to mint 1 Solana NFT at 0.25 SOL. The public sale price for the remaining 900 NFTs is 1 SOL. If an NFT collector sells their discounted NFT for 0.5 SOL, the secondary market floor price is below the public mint.
This may deter potential NFT collectors. Furthermore, without a cap in the pre-sale minting phase, flippers can get as many NFTs as possible to sell for a profit, dumping them in secondary markets and driving down the floor price.
Hijacking NFT sites, communities, and pre-sales phase
People try to scam the NFT team and their community by creating oddly similar but fake websites, whitelist links, or NFT's Discord channel.
Established and new NFT projects must be vigilant to always make sure their communities know which are the official links, how a whitelist or pre-sale rules and how the team will contact (or not) community members.
Another way to avoid the scams around the pre-sale phase, NFT projects opt to create a separate mint contract for the whitelisted crypto wallets and then another for the public sale phase.
Scam NFT projects
We've seen a lot of mid-mint or post-launch rug pulls, indicating that some bad NFT projects are trying to scam NFT communities and marketplaces for quick profit. What happened to Magic Eden's launchpad recently will help you understand the scam.
We discussed the benefits and drawbacks of NFT pre-sales and whitelists for both projects and collectors.
Finally, some practical tools and tips for finding new NFTs 👇
Tools & resources to find new NFT on pre-sale or to get on a whitelist:
In order to never miss an update, important pre-sale dates, or a giveaway, create a Tweetdeck or Tweeten Twitter dashboard with hyped NFT project pages, hashtags ( #NFTGiveaways , #NFTCommunity), or big NFT influencers.
Search for upcoming NFT launches that have been vetted by the marketplace and try to get whitelisted before the public launch.
Save-timing discovery platforms like sealaunch.xyz for NFT pre-sales and upcoming launches. How can we help 100x NFT collectors get projects? A project's official social media links, description, pre-sale or public sale dates, price and supply. We're also working with Dune on NFT data analysis to help NFT collectors make better decisions.
Don't invest what you can't afford to lose because a) the project may fail or become rugged. Find NFTs projects that you want to be a part of and support.
Read original post here

Scott Galloway
2 years ago
Text-ure
While we played checkers, we thought billionaires played 3D chess. They're playing the same game on a fancier board.
Every medium has nuances and norms. Texting is authentic and casual. A smaller circle has access, creating intimacy and immediacy. Most people read all their texts, but not all their email and mail. Many of us no longer listen to our voicemails, and calling your kids ages you.
Live interviews and testimony under oath inspire real moments, rare in a world where communications departments sanitize everything powerful people say. When (some of) Elon's text messages became public in Twitter v. Musk, we got a glimpse into tech power. It's bowels.
These texts illuminate the tech community's upper caste.
Checkers, Not Chess
Elon texts with Larry Ellison, Joe Rogan, Sam Bankman-Fried, Satya Nadella, and Jack Dorsey. They reveal astounding logic, prose, and discourse. The world's richest man and his followers are unsophisticated, obtuse, and petty. Possibly. While we played checkers, we thought billionaires played 3D chess. They're playing the same game on a fancier board.
They fumble with their computers.
They lean on others to get jobs for their kids (no surprise).
No matter how rich, they always could use more (money).
Differences A social hierarchy exists. Among this circle, the currency of deference is... currency. Money increases sycophantry. Oculus and Elon's "friends'" texts induce nausea.
Autocorrect frustrates everyone.
Elon doesn't stand out to me in these texts; he comes off mostly OK in my view. It’s the people around him. It seems our idolatry of innovators has infected the uber-wealthy, giving them an uncontrollable urge to kill the cool kid for a seat at his cafeteria table. "I'd grenade for you." If someone says this and they're not fighting you, they're a fan, not a friend.
Many powerful people are undone by their fake friends. Facilitators, not well-wishers. When Elon-Twitter started, I wrote about power. Unchecked power is intoxicating. This is a scientific fact, not a thesis. Power causes us to downplay risk, magnify rewards, and act on instincts more quickly. You lose self-control and must rely on others.
You'd hope the world's richest person has advisers who push back when necessary (i.e., not yes men). Elon's reckless, childish behavior and these texts show there is no truth-teller. I found just one pushback in the 151-page document. It came from Twitter CEO Parag Agrawal, who, in response to Elon’s unhelpful “Is Twitter dying?” tweet, let Elon know what he thought: It was unhelpful. Elon’s response? A childish, terse insult.
Scale
The texts are mostly unremarkable. There are some, however, that do remind us the (super-)rich are different. Specifically, the discussions of possible equity investments from crypto-billionaire Sam Bankman-Fried (“Does he have huge amounts of money?”) and this exchange with Larry Ellison:
Ellison, who co-founded $175 billion Oracle, is wealthy. Less clear is whether he can text a billion dollars. Who hasn't been texted $1 billion? Ellison offered 8,000 times the median American's net worth, enough to buy 3,000 Ferraris or the Chicago Blackhawks. It's a bedrock principle of capitalism to have incredibly successful people who are exponentially wealthier than the rest of us. It creates an incentive structure that inspires productivity and prosperity. When people offer billions over text to help a billionaire's vanity project in a country where 1 in 5 children are food insecure, isn't America messed up?
Elon's Morgan Stanley banker, Michael Grimes, tells him that Web3 ventures investor Bankman-Fried can invest $5 billion in the deal: “could do $5bn if everything vision lock... Believes in your mission." The message bothers Elon. In Elon's world, $5 billion doesn't warrant a worded response. $5 billion is more than many small nations' GDP, twice the SEC budget, and five times the NRC budget.
If income inequality worries you after reading this, trust your gut.
Billionaires aren't like the rich.
As an entrepreneur, academic, and investor, I've met modest-income people, rich people, and billionaires. Rich people seem different to me. They're smarter and harder working than most Americans. Monty Burns from The Simpsons is a cartoon about rich people. Rich people have character and know how to make friends. Success requires supporters.
I've never noticed a talent or intelligence gap between wealthy and ultra-wealthy people. Conflating talent and luck infects the tech elite. Timing is more important than incremental intelligence when going from millions to hundreds of millions or billions. Proof? Elon's texting. Any man who electrifies the auto industry and lands two rockets on barges is a genius. His mega-billions come from a well-regulated capital market, enforceable contracts, thousands of workers, and billions of dollars in government subsidies, including a $465 million DOE loan that allowed Tesla to produce the Model S. So, is Mr. Musk a genius or an impressive man in a unique time and place?
The Point
Elon's texts taught us more? He can't "fix" Twitter. For two weeks in April, he was all in on blockchain Twitter, brainstorming Dogecoin payments for tweets with his brother — i.e., paid speech — while telling Twitter's board he was going to make a hostile tender offer. Kimbal approved. By May, he was over crypto and "laborious blockchain debates." (Mood.)
Elon asked the Twitter CEO for "an update from the Twitter engineering team" No record shows if he got the meeting. It doesn't "fix" Twitter either. And this is Elon's problem. He's a grown-up child with all the toys and no boundaries. His yes-men encourage his most facile thoughts, and shitposts and errant behavior diminish his genius and ours.
Post-Apocalyptic
The universe's titans have a sense of humor.
Every day, we must ask: Who keeps me real? Who will disagree with me? Who will save me from my psychosis, which has brought down so many successful people? Elon Musk doesn't need anyone to jump on a grenade for him; he needs to stop throwing them because one will explode in his hand.

Alexander Nguyen
3 years ago
A Comparison of Amazon, Microsoft, and Google's Compensation
Learn or earn
In 2020, I started software engineering. My base wage has progressed as follows:
Amazon (2020): $112,000
Microsoft (2021): $123,000
Google (2022): $169,000
I didn't major in math, but those jumps appear more than a 7% wage increase. Here's a deeper look at the three.
The Three Categories of Compensation
Most software engineering compensation packages at IT organizations follow this format.
Minimum Salary
Base salary is pre-tax income. Most organizations give a base pay. This is paid biweekly, twice monthly, or monthly.
Recruiting Bonus
Sign-On incentives are one-time rewards to new hires. Companies need an incentive to switch. If you leave early, you must pay back the whole cost or a pro-rated amount.
Equity
Equity is complex and requires its own post. A company will promise to give you a certain amount of company stock but when you get it depends on your offer. 25% per year for 4 years, then it's gone.
If a company gives you $100,000 and distributes 25% every year for 4 years, expect $25,000 worth of company stock in your stock brokerage on your 1 year work anniversary.
Performance Bonus
Tech offers may include yearly performance bonuses. Depends on performance and funding. I've only seen 0-20%.
Engineers' overall compensation usually includes:
Base Salary + Sign-On + (Total Equity)/4 + Average Performance Bonus
Amazon: (TC: 150k)
Base Pay System
Amazon pays Seattle employees monthly on the first work day. I'd rather have my money sooner than later, even if it saves processing and pay statements.
The company upped its base pay cap from $160,000 to $350,000 to compete with other tech companies.
Performance Bonus
Amazon has no performance bonus, so you can work as little or as much as you like and get paid the same. Amazon is savvy to avoid promising benefits it can't deliver.
Sign-On Bonus
Amazon gives two two-year sign-up bonuses. First-year workers could receive $20,000 and second-year workers $15,000. It's probably to make up for the company's strange equity structure.
If you leave during the first year, you'll owe the entire money and a prorated amount for the second year bonus.
Equity
Most organizations prefer a 25%, 25%, 25%, 25% equity structure. Amazon takes a different approach with end-heavy equity:
the first year, 5%
15% after one year.
20% then every six months
We thought it was constructed this way to keep staff longer.
Microsoft (TC: 185k)
Base Pay System
Microsoft paid biweekly.
Gainful Performance
My offer letter suggested a 0%-20% performance bonus. Everyone will be satisfied with a 10% raise at year's end.
But misleading press where the budget for the bonus is doubled can upset some employees because they won't earn double their expected bonus. Still barely 10% for 2022 average.
Sign-On Bonus
Microsoft's sign-on bonus is a one-time payout. The contract can require 2-year employment. You must negotiate 1 year. It's pro-rated, so that's fair.
Equity
Microsoft is one of those companies that has standard 25% equity structure. Except if you’re a new graduate.
In that case it’ll be
25% six months later
25% each year following that
New grads will acquire equity in 3.5 years, not 4. I'm guessing it's to keep new grads around longer.
Google (TC: 300k)
Base Pay Structure
Google pays biweekly.
Performance Bonus
Google's offer letter specifies a 15% bonus. It's wonderful there's no cap, but I might still get 0%. A little more than Microsoft’s 10% and a lot more than Amazon’s 0%.
Sign-On Bonus
Google gave a 1-year sign-up incentive. If the contract is only 1 year, I can move without any extra obligations.
Not as fantastic as Amazon's sign-up bonuses, but the remainder of the package might compensate.
Equity
We covered Amazon's tail-heavy compensation structure, so Google's front-heavy equity structure may surprise you.
Annual structure breakdown
33% Year 1
33% Year 2
22% Year 3
12% Year 4
The goal is to get them to Google and keep them there.
Final Thoughts
This post hopefully helped you understand the 3 firms' compensation arrangements.
There's always more to discuss, such as refreshers, 401k benefits, and business discounts, but I hope this shows a distinction between these 3 firms.
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