More on Entrepreneurship/Creators

Aaron Dinin, PhD
2 years ago
The Advantages and Disadvantages of Having Investors Sign Your NDA
Startup entrepreneurs assume what risks when pitching?
Last week I signed four NDAs.
Four!
NDA stands for non-disclosure agreement. A legal document given to someone receiving confidential information. By signing, the person pledges not to share the information for a certain time. If they do, they may be in breach of contract and face legal action.
Companies use NDAs to protect trade secrets and confidential internal information from employees and contractors. Appropriate. If you manage a huge, successful firm, you don't want your employees selling their information to your competitors. To be true, business NDAs don't always prevent corporate espionage, but they usually make employees and contractors think twice before sharing.
I understand employee and contractor NDAs, but I wasn't asked to sign one. I counsel entrepreneurs, thus the NDAs I signed last week were from startups that wanted my feedback on their concepts.
I’m not a startup investor. I give startup guidance online. Despite that, four entrepreneurs thought their company ideas were so important they wanted me to sign a generically written legal form they probably acquired from a shady, spam-filled legal templates website before we could chat.
False. One company tried to get me to sign their NDA a few days after our conversation. I gently rejected, but their tenacity encouraged me. I considered sending retroactive NDAs to everyone I've ever talked to about one of my startups in case they establish a successful company based on something I said.
Two of the other three NDAs were from nearly identical companies. Good thing I didn't sign an NDA for the first one, else they may have sued me for talking to the second one as though I control the firms people pitch me.
I wasn't talking to the fourth NDA company. Instead, I received an unsolicited email from someone who wanted comments on their fundraising pitch deck but required me to sign an NDA before sending it.
That's right, before I could read a random Internet stranger's unsolicited pitch deck, I had to sign his NDA, potentially limiting my ability to discuss what was in it.
You should understand. Advisors, mentors, investors, etc. talk to hundreds of businesses each year. They cannot manage all the companies they deal with, thus they cannot risk legal trouble by talking to someone. Well, if I signed NDAs for all the startups I spoke with, half of the 300+ articles I've written on Medium over the past several years could get me sued into the next century because I've undoubtedly addressed topics in my articles that I discussed with them.
The four NDAs I received last week are part of a recent trend of entrepreneurs sending out NDAs before meetings, despite the practical and legal issues. They act like asking someone to sign away their right to talk about all they see and hear in a day is as straightforward as asking for a glass of water.
Given this inflow of NDAs, I wanted to briefly remind entrepreneurs reading this blog about the merits and cons of requesting investors (or others in the startup ecosystem) to sign your NDA.
Benefits of having investors sign your NDA include:
None. Zero. Nothing.
Disadvantages of requesting investor NDAs:
You'll come off as an amateur who has no idea what it takes to launch a successful firm.
Investors won't trust you with their money since you appear to be a complete amateur.
Printing NDAs will be a waste of paper because no genuine entrepreneur will ever sign one.
I apologize for missing any cons. Please leave your remarks.

Bastian Hasslinger
3 years ago
Before 2021, most startups had excessive valuations. It is currently causing issues.
Higher startup valuations are often favorable for all parties. High valuations show a business's potential. New customers and talent are attracted. They earn respect.
Everyone benefits if a company's valuation rises.
Founders and investors have always been incentivized to overestimate a company's value.
Post-money valuations were inflated by 2021 market expectations and the valuation model's mechanisms.
Founders must understand both levers to handle a normalizing market.
2021, the year of miracles
2021 must've seemed miraculous to entrepreneurs, employees, and VCs. Valuations rose, and funding resumed after the first Covid-19 epidemic caution.
In 2021, VC investments increased from $335B to $643B. 518 new worldwide unicorns vs. 134 in 2020; 951 US IPOs vs. 431.
Things can change quickly, as 2020-21 showed.
Rising interest rates, geopolitical developments, and normalizing technology conditions drive down share prices and tech company market caps in 2022. Zoom, the poster-child of early lockdown success, is down 37% since 1st Jan.
Once-inflated valuations can become a problem in a normalizing market, especially for founders, employees, and early investors.
the reason why startups are always overvalued
To see why inflated valuations are a problem, consider one of its causes.
Private company values only fluctuate following a new investment round, unlike publicly-traded corporations. The startup's new value is calculated simply:
(Latest round share price) x (total number of company shares)
This is the industry standard Post-Money Valuation model.
Let’s illustrate how it works with an example. If a VC invests $10M for 1M shares (at $10/share), and the company has 10M shares after the round, its Post-Money Valuation is $100M (10/share x 10M shares).
This approach might seem like the most natural way to assess a business, but the model often unintentionally overstates the underlying value of the company even if the share price paid by the investor is fair. All shares aren't equal.
New investors in a corporation will always try to minimize their downside risk, or the amount they lose if things go wrong. New investors will try to negotiate better terms and pay a premium.
How the value of a struggling SpaceX increased
SpaceX's 2008 Series D is an example. Despite the financial crisis and unsuccessful rocket launches, the company's Post-Money Valuation was 36% higher after the investment round. Why?
Series D SpaceX shares were protected. In case of liquidation, Series D investors were guaranteed a 2x return before other shareholders.
Due to downside protection, investors were willing to pay a higher price for this new share class.
The Post-Money Valuation model overpriced SpaceX because it viewed all the shares as equal (they weren't).
Why entrepreneurs, workers, and early investors stand to lose the most
Post-Money Valuation is an effective and sufficient method for assessing a startup's valuation, despite not taking share class disparities into consideration.
In a robust market, where the firm valuation will certainly expand with the next fundraising round or exit, the inflated value is of little significance.
Fairness endures. If a corporation leaves at a greater valuation, each stakeholder will receive a proportional distribution. (i.e., 5% of a $100M corporation yields $5M).
SpaceX's inherent overvaluation was never a problem. Had it been sold for less than its Post-Money Valuation, some shareholders, including founders, staff, and early investors, would have seen their ownership drop.
The unforgiving world of 2022
In 2022, founders, employees, and investors who benefited from inflated values will face below-valuation exits and down-rounds.
For them, 2021 will be a curse, not a blessing.
Some tech giants are worried. Klarna's valuation fell from $45B (Oct 21) to $30B (Jun 22), Canvas from $40B to $27B, and GoPuffs from $17B to $8.3B.
Shazam and Blue Apron have to exit or IPO at a cheaper price. Premium share classes are protected, while others receive less. The same goes for bankrupts.
Those who continue at lower valuations will lose reputation and talent. When their value declines by half, generous employee stock options become less enticing, and their ability to return anything is questioned.
What can we infer about the present situation?
Such techniques to enhance your company's value or stop a normalizing market are fiction.
The current situation is a painful reminder for entrepreneurs and a crucial lesson for future firms.
The devastating market fall of the previous six months has taught us one thing:
Keep in mind that any valuation is speculative. Money Post A startup's valuation is a highly simplified approximation of its true value, particularly in the early phases when it lacks significant income or a cutting-edge product. It is merely a projection of the future and a hypothetical meter. Until it is achieved by an exit, a valuation is nothing more than a number on paper.
Assume the value of your company is lower than it was in the past. Your previous valuation might not be accurate now due to substantial changes in the startup financing markets. There is little reason to think that your company's value will remain the same given the 50%+ decline in many newly listed IT companies. Recognize how the market situation is changing and use caution.
Recognize the importance of the stake you hold. Each share class has a unique value that varies. Know the sort of share class you own and how additional contractual provisions affect the market value of your security. Frameworks have been provided by Metrick and Yasuda (Yale & UC) and Gornall and Strebulaev (Stanford) for comprehending the terms that affect investors' cash-flow rights upon withdrawal. As a result, you will be able to more accurately evaluate your firm and determine the worth of each share class.
Be wary of approving excessively protective share terms.
The trade-offs should be considered while negotiating subsequent rounds. Accepting punitive contractual terms could first seem like a smart option in order to uphold your inflated worth, but you should proceed with caution. Such provisions ALWAYS result in misaligned shareholders, with common shareholders (such as you and your staff) at the bottom of the list.

Tim Denning
2 years ago
One of the biggest publishers in the world offered me a book deal, but I don't feel deserving of it.
My ego is so huge it won't fit through the door.
I don't know how I feel about it. I should be excited. Many of you have this exact dream to publish a book with a well-known book publisher and get a juicy advance.
Let me dissect how I'm thinking about it to help you.
How it happened
An email comes in. A generic "can we put a backlink on your website and get a freebie" email.
Almost deleted it.
Then I noticed the logo. It seemed shady. I found the URL. Check. I searched the employee's LinkedIn. Legit. I avoided middlemen. Check.
Mixed feelings. LinkedIn hasn't valued my writing for years. I'm just a guy in an unironed t-shirt whose content they sell advertising against.
They get big dollars. I get $0 and a few likes, plus some email subscribers.
Still, I felt adrenaline for hours.
I texted a few friends to see how they felt. I wrapped them.
Messages like "No shocker. You're entertaining online." I didn't like praises, so I blushed.
The thrill faded after hours. Who knows?
Most authors desire this chance.
"You entitled piece of crap, Denning!"
You may think so. Okay. My job is to stand on the internet and get bananas thrown at me.
I approached writing backwards. More important than a book deal was a social media audience converted to an email list.
Romantic authors think backward. They hope a fantastic book will land them a deal and an audience.
Rarely occurs. So I never pursued it. It's like permission-seeking or the lottery.
Not being a professional writer, I've never written a good book. I post online for fun and to express my opinions.
Writing is therapeutic. I overcome mental illness and rebuilt my life this way. Without blogging, I'd be dead.
I've always dreamed of staying alive and doing something I love, not getting a book contract. Writing is my passion. I'm a winner without a book deal.
Why I was given a book deal
You may assume I received a book contract because of my views or follows. Nope.
They gave me a deal because they like my writing style. I've heard this for eight years.
Several authors agree. One asked me to improve their writer's voice.
Takeaway: highlight your writer's voice.
What if they discover I'm writing incompetently?
An edited book is published. It's edited.
I need to master writing mechanics, thus this concerns me. I need help with commas and sentence construction.
I must learn verb, noun, and adjective. Seriously.
Writing a book may reveal my imposter status to a famous publisher. Imagine the email
"It happened again. He doesn't even know how to spell. He thinks 'less' is the correct word, not 'fewer.' Are you sure we should publish his book?"
Fears stink.
I'm capable of blogging. Even listicles. So what?
Writing for a major publisher feels advanced.
I only blog. I'm good at listicles. Digital media executives have criticized me for this.
It is allegedly clickbait.
Or it is following trends.
Alternately, growth hacking.
Never. I learned copywriting to improve my writing.
Apple, Amazon, and Tesla utilize copywriting to woo customers. Whoever thinks otherwise is the wisest person in the room.
Old-schoolers loathe copywriters.
Their novels sell nothing.
They assume their elitist version of writing is better and that the TikTok generation will invest time in random writing with no subheadings and massive walls of text they can't read on their phones.
I'm terrified of book proposals.
My friend's book proposal suggestion was contradictory and made no sense.
They told him to compose another genre. This book got three Amazon reviews. Is that a good model?
The process disappointed him. I've heard other book proposal horror stories. Tim Ferriss' book "The 4-Hour Workweek" was criticized.
Because he has thick skin, his book came out. He wouldn't be known without that.
I hate book proposals.
An ongoing commitment
Writing a book is time-consuming.
I appreciate time most. I want to focus on my daughter for the next few years. I can't recreate her childhood because of a book.
No idea how parents balance kids' goals.
My silly face in a bookstore. Really?
Genuine thought.
I don't want my face in bookstores. I fear fame. I prefer anonymity.
I want to purchase a property in a bad Australian area, then piss off and play drums. Is bookselling worth it?
Are there even bookstores anymore?
(Except for Ryan Holiday's legendary Painted Porch Bookshop in Texas.)
What's most important about books
Many were duped.
Tweets and TikTok hopscotch vids are their future. Short-form content creates devoted audiences that buy newsletter subscriptions.
Books=depth.
Depth wins (if you can get people to buy your book). Creating a book will strengthen my reader relationships.
It's cheaper than my classes, so more people can benefit from my life lessons.
A deeper justification for writing a book
Mind wandered.
If I write this book, my daughter will follow it. "Look what you can do, love, when you ignore critics."
That's my favorite.
I'll be her best leader and teacher. If her dad can accomplish this, she can too.
My kid can read my book when I'm gone to remember her loving father.
Last paragraph made me cry.
The positive
This book thing might make me sound like Karen.
The upside is... Building in public, like I have with online writing, attracts the right people.
Proof-of-work over proposals, beautiful words, or huge aspirations. If you want a book deal, try writing online instead of the old manner.
Next steps
No idea.
I'm a rural Aussie. Writing a book in the big city is intimidating. Will I do it? Lots to think about. Right now, some level of reflection and gratitude feels most appropriate.
Sometimes when you don't feel worthy, it gives you the greatest lessons. That's how I feel about getting offered this book deal.
Perhaps you can relate.
You might also like

Dylan Smyth
3 years ago
10 Ways to Make Money Online in 2022
As a tech-savvy person (and software engineer) or just a casual technology user, I'm sure you've had this same question countless times: How do I make money online? and how do I make money with my PC/Mac?
You're in luck! Today, I will list the top 5 easiest ways to make money online. Maybe a top ten in the future? Top 5 tips for 2022.
1. Using the gig economy
There are many websites on the internet that allow you to earn extra money using skills and equipment that you already own.
I'm referring to the gig economy. It's a great way to earn a steady passive income from the comfort of your own home. For some sites, premium subscriptions are available to increase sales and access features like bidding on more proposals.
Some of these are:
- Freelancer
- Upwork
- Fiverr (⭐ my personal favorite)
- TaskRabbit
2. Mineprize
MINEPRIZE is a great way to make money online. What's more, You need not do anything! You earn money by lending your idle CPU power to MINEPRIZE.
To register with MINEPRIZE, all you need is an email address and a password. Let MINEPRIZE use your resources, and watch the money roll in! You can earn up to $100 per month by letting your computer calculate. That's insane.
3. Writing
“O Romeo, Romeo, why art thou Romeo?” Okay, I admit that not all writing is Shakespearean. To be a copywriter, you'll need to be fluent in English. Thankfully, we don't have to use typewriters anymore.
Writing is a skill that can earn you a lot of money (claps for the rhyme).
Here are a few ways you can make money typing on your fancy keyboard:
Self-publish a book
Write scripts for video creators
Write for social media
Book-checking
Content marketing help
What a list within a list!
4. Coding
Yes, kids. You've probably coded before if you understand
You've probably coded before if you understand
print("hello world");
Computational thinking (or coding) is one of the most lucrative ways to earn extra money, or even as a main source of income.
Of course, there are hardcode coders (like me) who write everything line by line, binary di — okay, that last part is a bit exaggerated.
But you can also make money by writing websites or apps or creating low code or no code platforms.
But you can also make money by writing websites or apps or creating low code or no code platforms.
Some low-code platforms
Sheet : spreadsheets to apps :
Loading... We'll install your new app... No-Code Your team can create apps and automate tasks. Agile…
www.appsheet.com
Low-code platform | Business app creator - Zoho Creator
Work is going digital, and businesses of all sizes must adapt quickly. Zoho Creator is a...
www.zoho.com
Sell your data with TrueSource. NO CODE NEEDED
Upload data, configure your product, and earn in minutes.
www.truesource.io
Cool, huh?
5. Created Content
If we use the internet correctly, we can gain unfathomable wealth and extra money. But this one is a bit more difficult. Unlike some of the other items on this list, it takes a lot of time up front.
I'm referring to sites like YouTube and Medium. It's a great way to earn money both passively and actively. With the likes of Jake- and Logan Paul, PewDiePie (a.k.a. Felix Kjellberg) and others, it's never too late to become a millionaire on YouTube. YouTubers are always rising to the top with great content.
6. NFTs and Cryptocurrency
It is now possible to amass large sums of money by buying and selling digital assets on NFTs and cryptocurrency exchanges. Binance's Initial Game Offer rewards early investors who produce the best results.
One awesome game sold a piece of its plot for US$7.2 million! It's Axie Infinity. It's free and available on Google Play and Apple Store.
7. Affiliate Marketing
Affiliate marketing is a form of advertising where businesses pay others (like bloggers) to promote their goods and services. Here's an example. I write a blog (like this one) and post an affiliate link to an item I recommend buying — say, a camera — and if you buy the camera, I get a commission!
These programs pay well:
- Elementor
- AWeber
- Sendinblue
- ConvertKit\sLeadpages
- GetResponse
- SEMRush\sFiverr
- Pabbly
8. Start a blog
Now, if you're a writer or just really passionate about something or a niche, blogging could potentially monetize that passion!
Create a blog about anything you can think of. It's okay to start right here on Medium, as I did.
9. Dropshipping
And I mean that in the best possible way — drop shopping is ridiculously easy to set up, but difficult to maintain for some.
Luckily, Shopify has made setting up an online store a breeze. Drop-shipping from Alibaba and DHGate is quite common. You've got a winner if you can find a local distributor willing to let you drop ship their product!
10. Set up an Online Course
If you have a skill and can articulate it, online education is for you.
Skillshare, Pluralsight, and Coursera have all made inroads in recent years, upskilling people with courses that YOU can create and earn from.
That's it for today! Please share if you liked this post. If not, well —

Jari Roomer
3 years ago
10 Alternatives to Smartphone Scrolling
"Don't let technology control you; manage your phone."
"Don't become a slave to technology," said Richard Branson. "Manage your phone, don't let it manage you."
Unfortunately, most people are addicted to smartphones.
Worrying smartphone statistics:
46% of smartphone users spend 5–6 hours daily on their device.
The average adult spends 3 hours 54 minutes per day on mobile devices.
We check our phones 150–344 times per day (every 4 minutes).
During the pandemic, children's daily smartphone use doubled.
Having a list of productive, healthy, and fulfilling replacement activities is an effective way to reduce smartphone use.
The more you practice these smartphone replacements, the less time you'll waste.
Skills Development
Most people say they 'don't have time' to learn new skills or read more. Lazy justification. The issue isn't time, but time management. Distractions and low-quality entertainment waste hours every day.
The majority of time is spent in low-quality ways, according to Richard Koch, author of The 80/20 Principle.
What if you swapped daily phone scrolling for skill-building?
There are dozens of skills to learn, from high-value skills to make more money to new languages and party tricks.
Learning a new skill will last for years, if not a lifetime, compared to scrolling through your phone.
Watch Docs
Love documentaries. It's educational and relaxing. A good documentary helps you understand the world, broadens your mind, and inspires you to change.
Recent documentaries I liked include:
14 Peaks: Nothing Is Impossible
The Social Dilemma
Jim & Andy: The Great Beyond
Fantastic Fungi
Make money online
If you've ever complained about not earning enough money, put away your phone and get to work.
Instead of passively consuming mobile content, start creating it. Create something worthwhile. Freelance.
Internet makes starting a business or earning extra money easier than ever.
(Grand)parents didn't have this. Someone made them work 40+ hours. Few alternatives existed.
Today, all you need is internet and a monetizable skill. Use the internet instead of letting it distract you. Profit from it.
Bookworm
Jack Canfield, author of Chicken Soup For The Soul, said, "Everyone spends 2–3 hours a day watching TV." If you read that much, you'll be in the top 1% of your field."
Few people have more than two hours per day to read.
If you read 15 pages daily, you'd finish 27 books a year (as the average non-fiction book is about 200 pages).
Jack Canfield's quote remains relevant even though 15 pages can be read in 20–30 minutes per day. Most spend this time watching TV or on their phones.
What if you swapped 20 minutes of mindless scrolling for reading? You'd gain knowledge and skills.
Favorite books include:
The 7 Habits of Highly Effective People — Stephen R. Covey
The War of Art — Steven Pressfield
The Psychology of Money — Morgan Housel
A New Earth — Eckart Tolle
Get Organized
All that screen time could've been spent organizing. It could have been used to clean, cook, or plan your week.
If you're always 'behind,' spend 15 minutes less on your phone to get organized.
"Give me six hours to chop down a tree, and I'll spend the first four sharpening the ax," said Abraham Lincoln. Getting organized is like sharpening an ax, making each day more efficient.
Creativity
Why not be creative instead of consuming others'? Do something creative, like:
Painting
Musically
Photography\sWriting
Do-it-yourself
Construction/repair
Creative projects boost happiness, cognitive functioning, and reduce stress and anxiety. Creative pursuits induce a flow state, a powerful mental state.
This contrasts with smartphones' effects. Heavy smartphone use correlates with stress, depression, and anxiety.
Hike
People spend 90% of their time indoors, according to research. This generation is the 'Indoor Generation'
We lack an active lifestyle, fresh air, and vitamin D3 due to our indoor lifestyle (generated through direct sunlight exposure). Mental and physical health issues result.
Put away your phone and get outside. Go on nature walks. Explore your city on foot (or by bike, as we do in Amsterdam) if you live in a city. Move around! Outdoors!
You can't spend your whole life staring at screens.
Podcasting
Okay, a smartphone is needed to listen to podcasts. When you use your phone to get smarter, you're more productive than 95% of people.
Favorite podcasts:
The Pomp Podcast (about cryptocurrencies)
The Joe Rogan Experience
Kwik Brain (by Jim Kwik)
Podcasts can be enjoyed while walking, cleaning, or doing laundry. Win-win.
Journalize
I find journaling helpful for mental clarity. Writing helps organize thoughts.
Instead of reading internet opinions, comments, and discussions, look inward. Instead of Twitter or TikTok, look inward.
“It never ceases to amaze me: we all love ourselves more than other people, but care more about their opinion than our own.” — Marcus Aurelius
Give your mind free reign with pen and paper. It will highlight important thoughts, emotions, or ideas.
Never write for another person. You want unfiltered writing. So you get the best ideas.
Find your best hobbies
List your best hobbies. I guarantee 95% of people won't list smartphone scrolling.
It's often low-quality entertainment. The dopamine spike is short-lived, and it leaves us feeling emotionally 'empty'
High-quality leisure sparks happiness. They make us happy and alive. Everyone has different interests, so these activities vary.
My favorite quality hobbies are:
Nature walks (especially the mountains)
Video game party
Watching a film with my girlfriend
Gym weightlifting
Complexity learning (such as the blockchain and the universe)
This brings me joy. They make me feel more fulfilled and 'rich' than social media scrolling.
Make a list of your best hobbies to refer to when you're spending too much time on your phone.
Sam Hickmann
3 years ago
Token taxonomy: Utility vs Security vs NFT
Let's examine the differences between the three main token types and their functions.
As Ethereum grew, the term "token" became a catch-all term for all assets built on the Ethereum blockchain. However, different tokens were grouped based on their applications and features, causing some confusion. Let's examine the modification of three main token types: security, utility, and non-fungible.
Utility tokens
They provide a specific utility benefit (or a number of such). A utility token is similar to a casino chip, a table game ticket, or a voucher. Depending on the terms of issuing, they can be earned and used in various ways. A utility token is a type of token that represents a tool or mechanism required to use the application in question. Like a service, a utility token's price is determined by supply and demand. Tokens can also be used as a bonus or reward mechanism in decentralized systems: for example, if you like someone's work, give them an upvote and they get a certain number of tokens. This is a way for authors or creators to earn money indirectly.
The most common way to use a utility token is to pay with them instead of cash for discounted goods or services.
Utility tokens are the most widely used by blockchain companies. Most cryptocurrency exchanges accept fees in native utility tokens.
Utility tokens can also be used as a reward. Companies tokenize their loyalty programs so that points can be bought and sold on blockchain exchanges. These tokens are widely used in decentralized companies as a bonus system. You can use utility tokens to reward creators for their contributions to a platform, for example. It also allows members to exchange tokens for specific bonuses and rewards on your site.
Unlike security tokens, which are subject to legal restrictions, utility tokens can be freely traded.
Security tokens
Security tokens are essentially traditional securities like shares, bonds, and investment fund units in a crypto token form.
The key distinction is that security tokens are typically issued by private firms (rather than public companies) that are not listed on stock exchanges and in which you can not invest right now. Banks and large venture funds used to be the only sources of funding. A person could only invest in private firms if they had millions of dollars in their bank account. Privately issued security tokens outperform traditional public stocks in terms of yield. Private markets grew 50% faster than public markets over the last decade, according to McKinsey Private Equity Research.
A security token is a crypto token whose value is derived from an external asset or company. So it is governed as security (read about the Howey test further in this article). That is, an ownership token derives its value from the company's valuation, assets on the balance sheet, or dividends paid to token holders.
Why are Security Tokens Important?
Cryptocurrency is a lucrative investment. Choosing from thousands of crypto assets can mean the difference between millionaire and bankrupt. Without security tokens, crypto investing becomes riskier and generating long-term profits becomes difficult. These tokens have lower risk than other cryptocurrencies because they are backed by real assets or business cash flows. So having them helps to diversify a portfolio and preserve the return on investment in riskier assets.
Security tokens open up new funding avenues for businesses. As a result, investors can invest in high-profit businesses that are not listed on the stock exchange.
The distinction between utility and security tokens isn't as clear as it seems. However, this increases the risk for token issuers, especially in the USA. The Howey test is the main pillar regulating judicial precedent in this area.
What is a Howey Test?
An "investment contract" is determined by the Howey Test, a lawsuit settled by the US Supreme Court. If it does, it's a security and must be disclosed and registered under the Securities Act of 1933 and the Securities Exchange Act of 1934.
If the SEC decides that a cryptocurrency token is a security, a slew of issues arise. In practice, this ensures that the SEC will decide when a token can be offered to US investors and if the project is required to file a registration statement with the SEC.
Due to the Howey test's extensive wording, most utility tokens will be classified as securities, even if not intended to be. Because of these restrictions, most ICOs are not available to US investors. When asked about ICOs in 2018, then-SEC Chairman Jay Clayton said they were securities. The given statement adds to the risk. If a company issues utility tokens without registering them as securities, the regulator may impose huge fines or even criminal charges.
What other documents regulate tokens?
Securities Act (1993) or Securities Exchange Act (1934) in the USA; MiFID directive and Prospectus Regulation in the EU. These laws require registering the placement of security tokens, limiting their transfer, but protecting investors.
Utility tokens have much less regulation. The Howey test determines whether a given utility token is a security. Tokens recognized as securities are now regulated as such. Having a legal opinion that your token isn't makes the implementation process much easier. Most countries don't have strict regulations regarding utility tokens except KYC (Know Your Client) and AML (Anti Money-Laundering).
As cryptocurrency and blockchain technologies evolve, more countries create UT regulations. If your company is based in the US, be aware of the Howey test and the Bank Secrecy Act. It classifies UTs and their issuance as money transmission services in most states, necessitating a license and strict regulations. Due to high regulatory demands, UT issuers try to avoid the United States as a whole. A new law separating utility tokens from bank secrecy act will be introduced in the near future, giving hope to American issuers.
The rest of the world has much simpler rules requiring issuers to create basic investor disclosures. For example, the latest European legislation (MiCA) allows businesses to issue utility tokens without regulator approval. They must also prepare a paper with all the necessary information for the investors.
A payment token is a utility token that is used to make a payment. They may be subject to electronic money laws.
Because non-fungible tokens are a new instrument, there is no regulating paper yet. However, if the NFT is fractionalized, the smaller tokens acquired may be seen as securities.
NFT Tokens
Collectible tokens are also known as non-fungible tokens. Their distinctive feature is that they denote unique items such as artwork, merch, or ranks. Unlike utility tokens, which are fungible, meaning that two of the same tokens are identical, NFTs represent a unit of possession that is strictly one of a kind. In a way, NFTs are like baseball cards, each one unique and valuable.
As for today, the most recognizable NFT function is to preserve the fact of possession. Owning an NFT with a particular gif, meme, or sketch does not transfer the intellectual right to the possessor, but is analogous to owning an original painting signed by the author.
Collectible tokens can also be used as digital souvenirs, so to say. Businesses can improve their brand image by issuing their own branded NFTs, which represent ranks or achievements within the corporate ecosystem. Gamifying business ecosystems would allow people to connect with a brand and feel part of a community.
Which type of tokens is right for you as a business to raise capital?
For most businesses, it's best to raise capital with security tokens by selling existing shares to global investors. Utility tokens aren't meant to increase in value over time, so leave them for gamification and community engagement. In a blockchain-based business, however, a utility token is often the lifeblood of the operation, and its appreciation potential is directly linked to the company's growth. You can issue multiple tokens at once, rather than just one type. It exposes you to various investors and maximizes the use of digital assets.
Which tokens should I buy?
There are no universally best tokens. Their volatility, industry, and risk-reward profile vary. This means evaluating tokens in relation to your overall portfolio and personal preferences: what industries do you understand best, what excites you, how do you approach taxes, and what is your planning horizon? To build a balanced portfolio, you need to know these factors.
Conclusion
The three most common types of tokens today are security, utility, and NFT. Security tokens represent stocks, mutual funds, and bonds. Utility tokens can be perceived as an inside-product "currency" or "ignition key" that grants you access to goods and services or empowers with other perks. NFTs are unique collectible units that identify you as the owner of something.
