More on Web3 & Crypto
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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:
- 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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Amelie Carver
3 years ago
Web3 Needs More Writers to Educate Us About It
WRITE FOR THE WEB3
Why web3’s messaging is lost and how crypto winter is growing growth seeds
People interested in crypto, blockchain, and web3 typically read Bitcoin and Ethereum's white papers. It's a good idea. Documents produced for developers and academia aren't always the ideal resource for beginners.
Given the surge of extremely technical material and the number of fly-by-nights, rug pulls, and other scams, it's little wonder mainstream audiences regard the blockchain sector as an expensive sideshow act.
What's the solution?
Web3 needs more than just builders.
After joining TikTok, I followed Amy Suto of SutoScience. Amy switched from TV scriptwriting to IT copywriting years ago. She concentrates on web3 now. Decentralized autonomous organizations (DAOs) are seeking skilled copywriters for web3.
Amy has found that web3's basics are easy to grasp; you don't need technical knowledge. There's a paradigm shift in knowing the basics; be persistent and patient.
Apple is positioning itself as a data privacy advocate, leveraging web3's zero-trust ethos on data ownership.
Finn Lobsien, who writes about web3 copywriting for the Mirror and Twitter, agrees: acronyms and abstractions won't do.
Web3 preached to the choir. Curious newcomers have only found whitepapers and scams when trying to learn why the community loves it. No wonder people resist education and buy-in.
Due to the gender gap in crypto (Crypto Bro is not just a stereotype), it attracts people singing to the choir or trying to cash in on the next big thing.
Last year, the industry was booming, so writing wasn't necessary. Now that the bear market has returned (for everyone, but especially web3), holding readers' attention is a valuable skill.
White papers and the Web3
Why does web3 rely so much on non-growth content?
Businesses must polish and improve their messaging moving into the 2022 recession. The 2021 tech boom provided such a sense of affluence and (unsustainable) growth that no one needed great marketing material. The market found them.
This was especially true for web3 and the first-time crypto believers. Obviously. If they knew which was good.
White papers help. White papers are highly technical texts that walk a reader through a product's details. How Does a White Paper Help Your Business and That White Paper Guy discuss them.
They're meant for knowledgeable readers. Investors and the technical (academic/developer) community read web3 white papers. White papers are used when a product is extremely technical or difficult to assist an informed reader to a conclusion. Web3 uses them most often for ICOs (initial coin offerings).
White papers for web3 education help newcomers learn about the web3 industry's components. It's like sending a first-grader to the Annotated Oxford English Dictionary to learn to read. It's a reference, not a learning tool, for words.
Newcomers can use platforms that teach the basics. These included Coinbase's Crypto Basics tutorials or Cryptochicks Academy, founded by the mother of Ethereum's inventor to get more women utilizing and working in crypto.
Discord and Web3 communities
Discord communities are web3's opposite. Discord communities involve personal communications and group involvement.
Online audience growth begins with community building. User personas prefer 1000 dedicated admirers over 1 million lukewarm followers, and the language is much more easygoing. Discord groups are renowned for phishing scams, compromised wallets, and incorrect information, especially since the crypto crisis.
White papers and Discord increase industry insularity. White papers are complicated, and Discord has a high risk threshold.
Web3 and writing ads
Copywriting is emotional, but white papers are logical. It uses the brain's quick-decision centers. It's meant to make the reader invest immediately.
Not bad. People think sales are sleazy, but they can spot the poor things.
Ethical copywriting helps you reach the correct audience. People who gain a following on Medium are likely to have copywriting training and a readership (or three) in mind when they publish. Tim Denning and Sinem Günel know how to identify a target audience and make them want to learn more.
In a fast-moving market, copywriting is less about long-form content like sales pages or blogs, but many organizations do. Instead, the copy is concise, individualized, and high-value. Tweets, email marketing, and IM apps (Discord, Telegram, Slack to a lesser extent) keep engagement high.
What does web3's messaging lack? As DAOs add stricter copyrighting, narrative and connecting tales seem to be missing.
Web3 is passionate about constructing the next internet. Now, they can connect their passion to a specific audience so newcomers understand why.
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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Gill Pratt
3 years ago
War's Human Cost
War's Human Cost
I didn't start crying until I was outside a McDonald's in an Olempin, Poland rest area on highway S17.
Children pick toys at a refugee center, Olempin, Poland, March 4, 2022.
Refugee children, mostly alone with their mothers, but occasionally with a gray-haired grandfather or non-Ukrainian father, were coaxed into picking a toy from boxes provided by a kind-hearted company and volunteers.
I went to Warsaw to continue my research on my family's history during the Holocaust. In light of the ongoing Ukrainian conflict, I asked former colleagues in the US Department of Defense and Intelligence Community if it was safe to travel there. They said yes, as Poland was a NATO member.
I stayed in a hotel in the Warsaw Ghetto, where 90% of my mother's family was murdered in the Holocaust. Across the street was the first Warsaw Judenrat. It was two blocks away from the apartment building my mother's family had owned and lived in, now dilapidated and empty.
Building of my great-grandfather, December 2021.
A mass grave of thousands of rocks for those killed in the Warsaw Ghetto, I didn't cry when I touched its cold walls.
Warsaw Jewish Cemetery, 200,000–300,000 graves.
Mass grave, Warsaw Jewish Cemetery.
My mother's family had two homes, one in Warszawa and the rural one was a forest and sawmill complex in Western Ukraine. For the past half-year, a local Ukrainian historian had been helping me discover faint traces of her family’s life there — in fact, he had found some people still alive who remembered the sawmill and that it belonged to my mother’s grandfather. The historian was good at his job, and we had become close.
My historian friend, December 2021, talking to a Ukrainian.
With war raging, my second trip to Warsaw took on a different mission. To see his daughter and one-year-old grandson, I drove east instead of to Ukraine. They had crossed the border shortly after the war began, leaving men behind, and were now staying with a friend on Poland's eastern border.
I entered after walking up to the house and settling with the dog. The grandson greeted me with a huge smile and the Ukrainian word for “daddy,” “Tato!” But it was clear he was awaiting his real father's arrival, and any man he met would be so tentatively named.
After a few moments, the boy realized I was only a stranger. He had musical talent, like his mother and grandfather, both piano teachers, as he danced to YouTube videos of American children's songs dubbed in Ukrainian, picking the ones he liked and crying when he didn't.
Songs chosen by my historian friend's grandson, March 4, 2022
He had enough music and began crying regardless of the song. His mother picked him up and started nursing him, saying she was worried about him. She had no idea where she would live or how she would survive outside Ukraine. She showed me her father's family history of losses in the Holocaust, which matched my own research.
After an hour of drinking tea and trying to speak of hope, I left for the 3.5-hour drive west to Warsaw.
It was unlike my drive east. It was reminiscent of the household goods-filled carts pulled by horses and people fleeing war 80 years ago.
Jewish refugees relocating, USHMM Holocaust Encyclopaedia, 1939.
The carefully chosen trinkets by children to distract them from awareness of what is really happening and the anxiety of what lies ahead, made me cry despite all my research on the Holocaust. There is no way for them to communicate with their mothers, who are worried, absent, and without their fathers.
It's easy to see war as a contest of nations' armies, weapons, and land. The most costly aspect of war is its psychological toll. My father screamed in his sleep from nightmares of his own adolescent trauma in Warsaw 80 years ago.
Survivor father studying engineering, 1961.
In the airport, I waited to return home while Ukrainian public address systems announced refugee assistance. Like at McDonald's, many mothers were alone with their children, waiting for a flight to distant relatives.
That's when I had my worst trip experience.
A woman near me, clearly a refugee, answered her phone, cried out, and began wailing.
The human cost of war descended like a hammer, and I realized that while I was going home, she never would
Jumanne Rajabu Mtambalike
3 years ago
10 Years of Trying to Manage Time and Improve My Productivity.
I've spent the last 10 years of my career mastering time management. I've tried different approaches and followed multiple people and sources. My knowledge is summarized.
Great people, including entrepreneurs, master time management. I learned time management in college. I was studying Computer Science and Finance and leading Tanzanian students in Bangalore, India. I had 24 hours per day to do this and enjoy campus. I graduated and received several awards. I've learned to maximize my time. These tips and tools help me finish quickly.
Eisenhower-Box
I don't remember when I read the article. James Clear, one of my favorite bloggers, introduced me to the Eisenhower Box, which I've used for years. Eliminate waste to master time management. By grouping your activities by importance and urgency, the tool helps you prioritize what matters and drop what doesn't. If it's urgent, do it. Delegate if it's urgent but not necessary. If it's important but not urgent, reschedule it; otherwise, drop it. I integrated the tool with Trello to manage my daily tasks. Since 2007, I've done this.
James Clear's article mentions Eisenhower Box.
Essentialism rules
Greg McKeown's book Essentialism introduced me to disciplined pursuit of less. I once wrote about this. I wasn't sure what my career's real opportunities and distractions were. A non-essentialist thinks everything is essential; you want to be everything to everyone, and your life lacks satisfaction. Poor time management starts it all. Reading and applying this book will change your life.
Essential vs non-essential
Life Calendar
Most of us make corporate calendars. Peter Njonjo, founder of Twiga Foods, said he manages time by putting life activities in his core calendars. It includes family retreats, weddings, and other events. He joked that his wife always complained to him to avoid becoming a calendar item. It's key. "Time Masters" manages life's four burners, not just work and corporate life. There's no "work-life balance"; it's life.
Health, Family, Work, and Friends.
The Brutal No
In a culture where people want to look good, saying "NO" to a favor request seems rude. In reality, the crime is breaking a promise. "Time Masters" have mastered "NO". More "YES" means less time, and more "NO" means more time for tasks and priorities. Brutal No doesn't mean being mean to your coworkers; it means explaining kindly and professionally that you have other priorities.
To-Do vs. MITs
Most people are productive with a routine to-do list. You can't be effective by just checking boxes on a To-do list. When was the last time you completed all of your daily tasks? Never. You must replace the to-do list with Most Important Tasks (MITs). MITs allow you to focus on the most important tasks on your list. You feel progress and accomplishment when you finish these tasks. MITs don't include ad-hoc emails, meetings, etc.
Journal Mapped
Most people don't journal or plan their day in the developing South. I've learned to plan my day in my journal over time. I have multiple sections on one page: MITs (things I want to accomplish that day), Other Activities (stuff I can postpone), Life (health, faith, and family issues), and Pop-Ups (things that just pop up). I leave the next page blank for notes. I reflected on the blocks to identify areas to improve the next day. You will have bad days, but at least you'll realize it was due to poor time management.
Buy time/delegate
Time or money? When you make enough money, you lose time to make more. The smart buy "Time." I resisted buying other people's time for years. I regret not hiring an assistant sooner. Learn to buy time from others and pay for time-consuming tasks. Sometimes you think you're saving money by doing things yourself, but you're actually losing money.
This post is a summary. See the full post here.
Tim Denning
3 years ago
I Posted Six Times a Day for 210 Days on Twitter. Here's What Happened.
I'd spend hours composing articles only to find out they were useless. Twitter solved the problem.
Twitter is wrinkled, say critics.
Nope. Writing is different. It won't make sense until you write there.
Twitter is resurgent. People are reading again. 15-second TikToks overloaded our senses.
After nuking my 20,000-follower Twitter account and starting again, I wrote every day for 210 days.
I'll explain.
I came across the strange world of microblogging.
Traditional web writing is filler-heavy.
On Twitter, you must be brief. I played Wordle.
Twitter Threads are the most popular writing format. Like a blog post. It reminds me of the famous broetry posts on LinkedIn a few years ago.
Threads combine tweets into an article.
Sharp, concise sentences
No regard for grammar
As important as the information is how the text looks.
Twitter Threads are like Michael Angelo's David monument. He chipped away at an enormous piece of marble until a man with a big willy appeared.
That's Twitter Threads.
I tried to remove unnecessary layers from several of my Wordpress blog posts. Then I realized something.
Tweeting from scratch is easier and more entertaining. It's quicker and makes you think more concisely.
Superpower: saying much with little words. My long-form writing has improved. My article sentences resemble tweets.
You never know what will happen.
Twitter's subcultures are odd. Best-performing tweets are strange.
Unusual trend: working alone and without telling anyone. It's a rebellion against Instagram influencers who share their every moment.
Early on, random thoughts worked:
My friend’s wife is Ukrainian. Her family are trapped in the warzone. He is devastated. And here I was complaining about my broken garage door. War puts everything in perspective. Today is a day to be grateful for peace.
Documenting what's happening triggers writing. It's not about viral tweets. Helping others matters.
There are numerous anonymous users.
Twitter uses pseudonyms.
You don't matter. On sites like LinkedIn, you must use your real name. Welcome to the Cyberpunk metaverse of Twitter :)
One daily piece of writing is a powerful habit.
Habits build creator careers. Read that again.
Twitter is an easy habit to pick up. If you can't tweet in one sentence, something's wrong. Easy-peasy-japanese.
Not what I tweeted, but my constancy, made the difference.
Daily writing is challenging, especially if your supervisor is on your back. Twitter encourages writing.
Tweets evolved as the foundation of all other material.
During my experiment, I enjoyed Twitter's speed.
Tweets get immediate responses, comments, and feedback. My popular tweets become newspaper headlines. I've also written essays from tweet discussions.
Sometimes the tweet and article were clear. Twitter sometimes helped me overcome writer's block.
I used to spend hours composing big things that had little real-world use.
Twitter helped me. No guessing. Data guides my coverage and validates concepts.
Test ideas on Twitter.
It took some time for my email list to grow.
Subscribers are a writer's lifeblood.
Without them, you're broke and homeless when Mark Zuckerberg tweaks the algorithms for ad dollars. Twitter has three ways to obtain email subscribers:
1. Add a link to your bio.
Twitter allows bio links (LinkedIn now does too). My eBook's landing page is linked. I collect emails there.
2. Start an online newsletter.
Twitter bought newsletter app Revue. They promote what they own.
I just established up a Revue email newsletter. I imported them weekly into my ConvertKit email list.
3. Create Twitter threads and include a link to your email list in the final tweet.
Write Twitter Threads and link the last tweet to your email list (example below).
Initial email subscribers were modest.
Numbers are growing. Twitter provides 25% of my new email subscribers. Some days, 50 people join.
Without them, my writing career is over. I'd be back at a 9-5 job begging for time off to spend with my newborn daughter. Nope.
Collect email addresses or die trying.
As insurance against unsubscribes and Zucks, use a second email list or Discord community.
What I still need to do
Twitter's fun. I'm wiser. I need to enable auto-replies and auto-DMs (direct messages).
This adds another way to attract subscribers. I schedule tweets with Tweet Hunter.
It’s best to go slow. People assume you're an internet marketer if you spam them with click requests.
A human internet marketer is preferable to a robot. My opinion.
210 days on Twitter taught me that. I plan to use the platform until I'm a grandfather unless Elon ruins it.