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Nathan Reiff

Nathan Reiff

3 years ago

Howey Test and Cryptocurrencies: 'Every ICO Is a Security'

What Is the Howey Test?

To determine whether a transaction qualifies as a "investment contract" and thus qualifies as a security, the Howey Test refers to the U.S. Supreme Court cass: the Securities Act of 1933 and the Securities Exchange Act of 1934. According to the Howey Test, an investment contract exists when "money is invested in a common enterprise with a reasonable expectation of profits from others' efforts." 

The test applies to any contract, scheme, or transaction. The Howey Test helps investors and project backers understand blockchain and digital currency projects. ICOs and certain cryptocurrencies may be found to be "investment contracts" under the test.

Understanding the Howey Test

The Howey Test comes from the 1946 Supreme Court case SEC v. W.J. Howey Co. The Howey Company sold citrus groves to Florida buyers who leased them back to Howey. The company would maintain the groves and sell the fruit for the owners. Both parties benefited. Most buyers had no farming experience and were not required to farm the land. 

The SEC intervened because Howey failed to register the transactions. The court ruled that the leaseback agreements were investment contracts.

This established four criteria for determining an investment contract. Investing contract:

  1. An investment of money
  2. n a common enterprise
  3. With the expectation of profit
  4. To be derived from the efforts of others

In the case of Howey, the buyers saw the transactions as valuable because others provided the labor and expertise. An income stream was obtained by only investing capital. As a result of the Howey Test, the transaction had to be registered with the SEC.

Howey Test and Cryptocurrencies

Bitcoin is notoriously difficult to categorize. Decentralized, they evade regulation in many ways. Regardless, the SEC is looking into digital assets and determining when their sale qualifies as an investment contract.

The SEC claims that selling digital assets meets the "investment of money" test because fiat money or other digital assets are being exchanged. Like the "common enterprise" test. 

Whether a digital asset qualifies as an investment contract depends on whether there is a "expectation of profit from others' efforts."

For example, buyers of digital assets may be relying on others' efforts if they expect the project's backers to build and maintain the digital network, rather than a dispersed community of unaffiliated users. Also, if the project's backers create scarcity by burning tokens, the test is met. Another way the "efforts of others" test is met is if the project's backers continue to act in a managerial role.

These are just a few examples given by the SEC. If a project's success is dependent on ongoing support from backers, the buyer of the digital asset is likely relying on "others' efforts."

Special Considerations

If the SEC determines a cryptocurrency token is a security, many issues arise. It means the SEC can decide whether a token can be sold to US investors and forces the project to register. 

In 2017, the SEC ruled that selling DAO tokens for Ether violated federal securities laws. Instead of enforcing securities laws, the SEC issued a warning to the cryptocurrency industry. 

Due to the Howey Test, most ICOs today are likely inaccessible to US investors. After a year of ICOs, then-SEC Chair Jay Clayton declared them all securities. 

SEC Chairman Gensler Agrees With Predecessor: 'Every ICO Is a Security'

Howey Test FAQs

How Do You Determine If Something Is a Security?

The Howey Test determines whether certain transactions are "investment contracts." Securities are transactions that qualify as "investment contracts" under the Securities Act of 1933 and the Securities Exchange Act of 1934.

The Howey Test looks for a "investment of money in a common enterprise with a reasonable expectation of profits from others' efforts." If so, the Securities Act of 1933 and the Securities Exchange Act of 1934 require disclosure and registration.

Why Is Bitcoin Not a Security?

Former SEC Chair Jay Clayton clarified in June 2018 that bitcoin is not a security: "Cryptocurrencies: Replace the dollar, euro, and yen with bitcoin. That type of currency is not a security," said Clayton.

Bitcoin, which has never sought public funding to develop its technology, fails the SEC's Howey Test. However, according to Clayton, ICO tokens are securities. 

A Security Defined by the SEC

In the public and private markets, securities are fungible and tradeable financial instruments. The SEC regulates public securities sales.

The Supreme Court defined a security offering in SEC v. W.J. Howey Co. In its judgment, the court defines a security using four criteria:

  • An investment contract's existence
  • The formation of a common enterprise
  • The issuer's profit promise
  • Third-party promotion of the offering

Read original post.

More on Web3 & Crypto

Tim Denning

Tim Denning

2 years ago

The Dogecoin millionaire mysteriously disappeared.

The American who bought a meme cryptocurrency.

Cryptocurrency is the financial underground.

I love it. But there’s one thing I hate: scams. Over the last few years the Dogecoin cryptocurrency saw massive gains.

Glauber Contessoto overreacted. He shared his rags-to-riches cryptocurrency with the media.

He's only wealthy on paper. No longer Dogecoin millionaire.

Here's what he's doing now. It'll make you rethink cryptocurrency investing.

Strange beginnings

Glauber once had a $36,000-a-year job.

He grew up poor and wanted to make his mother proud. Tesla was his first investment. He bought GameStop stock after Reddit boosted it.

He bought whatever was hot.

He was a young investor. Memes, not research, influenced his decisions.

Elon Musk (aka Papa Elon) began tweeting about Dogecoin.

Doge is a 2013 cryptocurrency. One founder is Australian. He insists it's funny.

He was shocked anyone bought it LOL.

Doge is a Shiba Inu-themed meme. Now whenever I see a Shiba Inu, I think of Doge.

Elon helped drive up the price of Doge by talking about it in 2020 and 2021 (don't take investment advice from Elon; he's joking and gaslighting you).

Glauber caved. He invested everything in Doge. He borrowed from family and friends. He maxed out his credit card to buy more Doge. Yuck.

Internet dubbed him a genius. Slumdog millionaire and The Dogefather were nicknames. Elon pumped Doge on social media.

Good times.

From $180,000 to $1,000,000+

TikTok skyrocketed Doge's price.

Reddit fueled up. Influencers recommended buying Doge because of its popularity. Glauber's motto:

Scared money doesn't earn.

Glauber was no broke ass anymore.

His $180,000 Dogecoin investment became $1M. He championed investing. He quit his dumb job like a rebellious millennial.

A puppy dog meme captivated the internet.

Rise and fall

Whenever I invest in anything I ask myself “what utility does this have?”

Dogecoin is useless.

You buy it for the cute puppy face and hope others will too, driving up the price. All cryptocurrencies fell in 2021's second half.

Central banks raised interest rates, and inflation became a pain.

Dogecoin fell more than others. 90% decline.

Glauber’s Dogecoin is now worth $323K. Still no sales. His dog god is unshakeable. Confidence rocks. Dogecoin millionaire recently said...

“I should have sold some.”

Yes, sir.

He now avoids speculative cryptocurrencies like Dogecoin and focuses on Bitcoin and Ethereum.

I've long said this. Starbucks is building on Ethereum.

It's useful. Useful. Developers use Ethereum daily. Investing makes you wiser over time, like the Dogecoin millionaire.

When risk b*tch slaps you, humility follows, as it did for me when I lost money.

You have to lose money to make money. Few understand.

Dogecoin's omissions

You might be thinking Dogecoin is crap.

I'll take a contrarian stance. Dogecoin does nothing, but it has a strong community. Dogecoin dominates internet memes.

It's silly.

Not quite. The message of crypto that many people forget is that it’s a change in business model.

Businesses create products and services, then advertise to find customers. Crypto Web3 works backwards. A company builds a fanbase but sells them nothing.

Once the community reaches MVC (minimum viable community), a business can be formed.

Community members are relational versus transactional. They're invested in a cause and care about it (typically ownership in the business via crypto).

In this new world, Dogecoin has the most important feature.

Summary

While Dogecoin does have a community I still dislike it.

It's all shady. Anything Elon Musk recommends is a bad investment (except SpaceX & Tesla are great companies).

Dogecoin Millionaire has wised up and isn't YOLOing into more dog memes.

Don't follow the crowd or the hype. Investing is a long-term sport based on fundamentals and research.

Since Ethereum's inception, I've spent 10,000 hours researching.

Dogecoin will be the foundation of something new, like Pets.com at the start of the dot-com revolution. But I doubt Doge will boom.

Be safe!

Ryan Weeks

Ryan Weeks

3 years ago

Terra fiasco raises TRON's stablecoin backstop

After Terra's algorithmic stablecoin collapsed in May, TRON announced a plan to increase the capital backing its own stablecoin.

USDD, a near-carbon copy of Terra's UST, arrived on the TRON blockchain on May 5. TRON founder Justin Sun says USDD will be overcollateralized after initially being pegged algorithmically to the US dollar.

A reserve of cryptocurrencies and stablecoins will be kept at 130 percent of total USDD issuance, he said. TRON described the collateral ratio as "guaranteed" and said it would begin publishing real-time updates on June 5.

Currently, the reserve contains 14,040 bitcoin (around $418 million), 140 million USDT, 1.9 billion TRX, and 8.29 billion TRX in a burning contract.

Sun: "We want to hybridize USDD." We have an algorithmic stablecoin and TRON DAO Reserve.

algorithmic failure

USDD was designed to incentivize arbitrageurs to keep its price pegged to the US dollar by trading TRX, TRON's token, and USDD. Like Terra, TRON signaled its intent to establish a bitcoin and cryptocurrency reserve to support USDD in extreme market conditions.

Still, Terra's UST failed despite these safeguards. The stablecoin veered sharply away from its dollar peg in mid-May, bringing down Terra's LUNA and wiping out $40 billion in value in days. In a frantic attempt to restore the peg, billions of dollars in bitcoin were sold and unprecedented volumes of LUNA were issued.

Sun believes USDD, which has a total circulating supply of $667 million, can be backed up.

"Our reserve backing is diversified." Bitcoin and stablecoins are included. USDC will be a small part of Circle's reserve, he said.

TRON's news release lists the reserve's assets as bitcoin, TRX, USDC, USDT, TUSD, and USDJ.

All Bitcoin addresses will be signed so everyone knows they belong to us, Sun said.

Not giving in

Sun told that the crypto industry needs "decentralized" stablecoins that regulators can't touch.

Sun said the Luna Foundation Guard, a Singapore-based non-profit that raised billions in cryptocurrency to buttress UST, mismanaged the situation by trying to sell to panicked investors.

He said, "We must be ahead of the market." We want to stabilize the market and reduce volatility.

Currently, TRON finances most of its reserve directly, but Sun says the company hopes to add external capital soon.

Before its demise, UST holders could park the stablecoin in Terra's lending platform Anchor Protocol to earn 20% interest, which many deemed unsustainable. TRON's JustLend is similar. Sun hopes to raise annual interest rates from 17.67% to "around 30%."


This post is a summary. Read full article here

Percy Bolmér

Percy Bolmér

3 years ago

Ethereum No Longer Consumes A Medium-Sized Country's Electricity To Run

The Merge cut Ethereum's energy use by 99.5%.

Image by Percy Bolmér. Gopher by Takuya Ueda, Original Go Gopher by Renée French (CC BY 3.0)

The Crypto community celebrated on September 15, 2022. This day, Ethereum Merged. The entire blockchain successfully merged with the Beacon chain, and it was so smooth you barely noticed.

Many have waited, dreaded, and longed for this day.

Some investors feared the network would break down, while others envisioned a seamless merging.

Speculators predict a successful Merge will lead investors to Ethereum. This could boost Ethereum's popularity.

What Has Changed Since The Merge

The merging transitions Ethereum mainnet from PoW to PoS.

PoW sends a mathematical riddle to computers worldwide (miners). First miner to solve puzzle updates blockchain and is rewarded.

The puzzles sent are power-intensive to solve, so mining requires a lot of electricity. It's sent to every miner competing to solve it, requiring duplicate computation.

PoS allows investors to stake their coins to validate a new transaction. Instead of validating a whole block, you validate a transaction and get the fees.

You can validate instead of mine. A validator stakes 32 Ethereum. After staking, the validator can validate future blocks.

Once a validator validates a block, it's sent to a randomly selected group of other validators. This group verifies that a validator is not malicious and doesn't validate fake blocks.

This way, only one computer needs to solve or validate the transaction, instead of all miners. The validated block must be approved by a small group of validators, causing duplicate computation.

PoS is more secure because validating fake blocks results in slashing. You lose your bet tokens. If a validator signs a bad block or double-signs conflicting blocks, their ETH is burned.

Theoretically, Ethereum has one block every 12 seconds, so a validator forging a block risks burning 1 Ethereum for 12 seconds of transactions. This makes mistakes expensive and risky.

What Impact Does This Have On Energy Use?

Cryptocurrency is a natural calamity, sucking electricity and eating away at the earth one transaction at a time.

Many don't know the environmental impact of cryptocurrencies, yet it's tremendous.

A single Ethereum transaction used to use 200 kWh and leave a large carbon imprint. This update reduces global energy use by 0.2%.

Energy consumption PER transaction for Ethereum post-merge. Image from Digiconomist

Ethereum will submit a challenge to one validator, and that validator will forward it to randomly selected other validators who accept it.

This reduces the needed computing power.

They expect a 99.5% reduction, therefore a single transaction should cost 1 kWh.

Carbon footprint is 0.58 kgCO2, or 1,235 VISA transactions.

This is a big Ethereum blockchain update.

I love cryptocurrency and Mother Earth.

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Startup Journal

Startup Journal

3 years ago

The Top 14 Software Business Ideas That Are Sure To Succeed in 2023

Software can change any company.

Photo by Marvin Meyer on Unsplash

Software is becoming essential. Everyone should consider how software affects their lives and others'.

Software on your phone, tablet, or computer offers many new options. We're experts in enough ways now.

Software Business Ideas will be popular by 2023.

ERP Programs

ERP software meets rising demand.

ERP solutions automate and monitor tasks that large organizations, businesses, and even schools would struggle to do manually.

ERP software could reach $49 billion by 2024.

CRM Program

CRM software is a must-have for any customer-focused business.

Having an open mind about your business services and products allows you to change platforms.

Another company may only want your CRM service.

Medical software

Healthcare facilities need reliable, easy-to-use software.

EHRs, MDDBs, E-Prescribing, and more are software options.

The global medical software market could reach $11 billion by 2025, and mobile medical apps may follow.

Presentation Software in the Cloud

SaaS presentation tools are great.

They're easy to use, comprehensive, and full of traditional Software features.

In today's cloud-based world, these solutions make life easier for people. We don't know about you, but we like it.

Software for Project Management

People began working remotely without signs or warnings before the 2020 COVID-19 pandemic.

Many organizations found it difficult to track projects and set deadlines.

With PMP software tools, teams can manage remote units and collaborate effectively.

App for Blockchain-Based Invoicing

This advanced billing and invoicing solution is for businesses and freelancers.

These blockchain-based apps can calculate taxes, manage debts, and manage transactions.

Intelligent contracts help blockchain track transactions more efficiently. It speeds up and improves invoice generation.

Software for Business Communications

Internal business messaging is tricky.

Top business software tools for communication can share files, collaborate on documents, host video conferences, and more.

Payroll Automation System

Software development also includes developing an automated payroll system.

These software systems reduce manual tasks for timely employee payments.

These tools help enterprise clients calculate total wages quickly, simplify tax calculations, improve record-keeping, and support better financial planning.

System for Detecting Data Leaks

Both businesses and individuals value data highly. Yahoo's data breach is dangerous because of this.

This area of software development can help people protect their data.

You can design an advanced data loss prevention system.

AI-based Retail System

AI-powered shopping systems are popular. The systems analyze customers' search and purchase patterns and store history and are equipped with a keyword database.

These systems offer many customers pre-loaded products.

AI-based shopping algorithms also help users make purchases.

Software for Detecting Plagiarism

Software can help ensure your projects are original and not plagiarized.

These tools detect plagiarized content that Google, media, and educational institutions don't like.

Software for Converting Audio to Text

Machine Learning converts speech to text automatically.

These programs can quickly transcribe cloud-based files.

Software for daily horoscopes

Daily and monthly horoscopes will continue to be popular.

Software platforms that can predict forecasts, calculate birth charts, and other astrology resources are good business ideas.

E-learning Programs

Traditional study methods are losing popularity as virtual schools proliferate and physical space shrinks.

Khan Academy online courses are the best way to keep learning.

Online education portals can boost your learning. If you want to start a tech startup, consider creating an e-learning program.

Conclusion

Software is booming. There's never been a better time to start a software development business, with so many people using computers and smartphones. This article lists eight business ideas for 2023. Consider these ideas if you're just starting out or looking to expand.

Khyati Jain

Khyati Jain

3 years ago

By Engaging in these 5 Duplicitous Daily Activities, You Rapidly Kill Your Brain Cells

No, it’s not smartphones, overeating, or sugar.

Freepik

Everyday practices affect brain health. Good brain practices increase memory and cognition.

Bad behaviors increase stress, which destroys brain cells.

Bad behaviors can reverse evolution and diminish the brain. So, avoid these practices for brain health.

1. The silent assassin

Introverts appreciated quarantine.

Before the pandemic, they needed excuses to remain home; thereafter, they had enough.

I am an introvert, and I didn’t hate quarantine. There are billions of people like me who avoid people.

Social relationships are important for brain health. Social anxiety harms your brain.

Antisocial behavior changes brains. It lowers IQ and increases drug abuse risk.

What you can do is as follows:

  • Make a daily commitment to engage in conversation with a stranger. Who knows, you might turn out to be your lone mate.

  • Get outside for at least 30 minutes each day.

  • Shop for food locally rather than online.

  • Make a call to a friend you haven't spoken to in a while.

2. Try not to rush things.

People love hustle culture. This economy requires a side gig to save money.

Long hours reduce brain health. A side gig is great until you burn out.

Work ages your wallet and intellect. Overworked brains age faster and lose cognitive function.

Working longer hours can help you make extra money, but it can harm your brain.

Side hustle but don't overwork.

What you can do is as follows:

  • Decide what hour you are not permitted to work after.

  • Three hours prior to night, turn off your laptop.

  • Put down your phone and work.

  • Assign due dates to each task.

3. Location is everything!

The environment may cause brain fog. High pollution can cause brain damage.

Air pollution raises Alzheimer's risk. Air pollution causes cognitive and behavioral abnormalities.

Polluted air can trigger early development of incurable brain illnesses, not simply lung harm.

Your city's air quality is uncontrollable. You may take steps to improve air quality.

In Delhi, schools and colleges are closed to protect pupils from polluted air. So I've adapted.

What you can do is as follows:

  • To keep your mind healthy and young, make an investment in a high-quality air purifier.

  • Enclose your windows during the day.

  • Use a N95 mask every day.

4. Don't skip this meal.

Fasting intermittently is trendy. Delaying breakfast to finish fasting is frequent.

Some skip breakfast and have a hefty lunch instead.

Skipping breakfast might affect memory and focus. Skipping breakfast causes low cognition, delayed responsiveness, and irritation.

Breakfast affects mood and productivity.

Intermittent fasting doesn't prevent healthy breakfasts.

What you can do is as follows:

  • Try to fast for 14 hours, then break it with a nutritious breakfast.

  • So that you can have breakfast in the morning, eat dinner early.

  • Make sure your breakfast is heavy in fiber and protein.

5. The quickest way to damage the health of your brain

Brain health requires water. 1% dehydration can reduce cognitive ability by 5%.

Cerebral fog and mental clarity might result from 2% brain dehydration. Dehydration shrinks brain cells.

Dehydration causes midday slumps and unproductivity. Water improves work performance.

Dehydration can harm your brain, so drink water throughout the day.

What you can do is as follows:

  • Always keep a water bottle at your desk.

  • Enjoy some tasty herbal teas.

  • With a big glass of water, begin your day.

  • Bring your own water bottle when you travel.

Conclusion

Bad habits can harm brain health. Low cognition reduces focus and productivity.

Unproductive work leads to procrastination, failure, and low self-esteem.

Avoid these harmful habits to optimize brain health and function.

Scott Stockdale

Scott Stockdale

3 years ago

A Day in the Life of Lex Fridman Can Help You Hit 6-Month Goals

Photo by Lex Fridman on YouTube

The Lex Fridman podcast host has interviewed Elon Musk.

Lex is a minimalist YouTuber. His videos are sloppy. Suits are his trademark.

In a video, he shares a typical day. I've smashed my 6-month goals using its ideas.

Here's his schedule.

Morning Mantra

Not woo-woo. Lex's mantra reflects his practicality.

Four parts.

Rulebook

"I remember the game's rules," he says.

Among them:

  • Sleeping 6–8 hours nightly

  • 1–3 times a day, he checks social media.

  • Every day, despite pain, he exercises. "I exercise uninjured body parts."

Visualize

He imagines his day. "Like Sims..."

He says three things he's grateful for and contemplates death.

"Today may be my last"

Objectives

Then he visualizes his goals. He starts big. Five-year goals.

Short-term goals follow. Lex says they're year-end goals.

Near but out of reach.

Principles

He lists his principles. Assertions. His goals.

He acknowledges his cliche beliefs. Compassion, empathy, and strength are key.

Here's my mantra routine:

Author-made screengrab

Four-Hour Deep Work

Lex begins a four-hour deep work session after his mantra routine. Today's toughest.

AI is Lex's specialty. His video doesn't explain what he does.

Clearly, he works hard.

Before starting, he has water, coffee, and a bathroom break.

"During deep work sessions, I minimize breaks."

He's distraction-free. Phoneless. Silence. Nothing. Any loose ideas are typed into a Google doc for later. He wants to work.

"Just get the job done. Don’t think about it too much and feel good once it’s complete." — Lex Fridman

30-Minute Social Media & Music

After his first deep work session, Lex rewards himself.

10 minutes on social media, 20 on music. Upload content and respond to comments in 10 minutes. 20 minutes for guitar or piano.

"In the real world, I’m currently single, but in the music world, I’m in an open relationship with this beautiful guitar. Open relationship because sometimes I cheat on her with the acoustic." — Lex Fridman

Two-hour exercise

Then exercise for two hours.

Daily runs six miles. Then he chooses how far to go. Run time is an hour.

He does bodyweight exercises. Every minute for 15 minutes, do five pull-ups and ten push-ups. It's David Goggins-inspired. He aims for an hour a day.

He's hungry. Before running, he takes a salt pill for electrolytes.

He'll then take a one-minute cold shower while listening to cheesy songs. Afterward, he might eat.

Four-Hour Deep Work

Lex's second work session.

He works 8 hours a day.

Again, zero distractions.

Eating

The video's meal doesn't look appetizing, but it's healthy.

It's ground beef with vegetables. Cauliflower is his "ground-floor" veggie. "Carrots are my go-to party food."

Lex's keto diet includes 1800–2000 calories.

He drinks a "nutrient-packed" Atheltic Greens shake and takes tablets. It's:

  • One daily tablet of sodium.

  • Magnesium glycinate tablets stopped his keto headaches.

  • Potassium — "For electrolytes"

  • Fish oil: healthy joints

“So much of nutrition science is barely a science… I like to listen to my own body and do a one-person, one-subject scientific experiment to feel good.” — Lex Fridman

Four-hour shallow session

This work isn't as mentally taxing.

Lex planned to:

  • Finish last session's deep work (about an hour)

  • Adobe Premiere podcasting (about two hours).

  • Email-check (about an hour). Three times a day max. First, check for emergencies.

If he's sick, he may watch Netflix or YouTube documentaries or visit friends.

“The possibilities of chaos are wide open, so I can do whatever the hell I want.” — Lex Fridman

Two-hour evening reading

Nonstop work.

Lex ends the day reading academic papers for an hour. "Today I'm skimming two machine learning and neuroscience papers"

This helps him "think beyond the paper."

He reads for an hour.

“When I have a lot of energy, I just chill on the bed and read… When I’m feeling tired, I jump to the desk…” — Lex Fridman


Takeaways

Lex's day-in-the-life video is inspiring.

He has positive energy and works hard every day.

Schedule:

  • Mantra Routine includes rules, visualizing, goals, and principles.

  • Deep Work Session #1: Four hours of focus.

  • 10 minutes social media, 20 minutes guitar or piano. "Music brings me joy"

  • Six-mile run, then bodyweight workout. Two hours total.

  • Deep Work #2: Four hours with no distractions. Google Docs stores random thoughts.

  • Lex supplements his keto diet.

  • This four-hour session is "open to chaos."

  • Evening reading: academic papers followed by fiction.

"I value some things in life. Work is one. The other is loving others. With those two things, life is great." — Lex Fridman