More on Entrepreneurship/Creators

Tim Denning
3 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.

cdixon
3 years ago
2000s Toys, Secrets, and Cycles
During the dot-com bust, I started my internet career. People used the internet intermittently to check email, plan travel, and do research. The average internet user spent 30 minutes online a day, compared to 7 today. To use the internet, you had to "log on" (most people still used dial-up), unlike today's always-on, high-speed mobile internet. In 2001, Amazon's market cap was $2.2B, 1/500th of what it is today. A study asked Americans if they'd adopt broadband, and most said no. They didn't see a need to speed up email, the most popular internet use. The National Academy of Sciences ranked the internet 13th among the 100 greatest inventions, below radio and phones. The internet was a cool invention, but it had limited uses and wasn't a good place to build a business.
A small but growing movement of developers and founders believed the internet could be more than a read-only medium, allowing anyone to create and publish. This is web 2. The runner up name was read-write web. (These terms were used in prominent publications and conferences.)
Web 2 concepts included letting users publish whatever they want ("user generated content" was a buzzword), social graphs, APIs and mashups (what we call composability today), and tagging over hierarchical navigation. Technical innovations occurred. A seemingly simple but important one was dynamically updating web pages without reloading. This is now how people expect web apps to work. Mobile devices that could access the web were niche (I was an avid Sidekick user).
The contrast between what smart founders and engineers discussed over dinner and on weekends and what the mainstream tech world took seriously during the week was striking. Enterprise security appliances, essentially preloaded servers with security software, were a popular trend. Many of the same people would talk about "serious" products at work, then talk about consumer internet products and web 2. It was tech's biggest news. Web 2 products were seen as toys, not real businesses. They were hobbies, not work-related.
There's a strong correlation between rich product design spaces and what smart people find interesting, which took me some time to learn and led to blog posts like "The next big thing will start out looking like a toy" Web 2's novel product design possibilities sparked dinner and weekend conversations. Imagine combining these features. What if you used this pattern elsewhere? What new product ideas are next? This excited people. "Serious stuff" like security appliances seemed more limited.
The small and passionate web 2 community also stood out. I attended the first New York Tech meetup in 2004. Everyone fit in Meetup's small conference room. Late at night, people demoed their software and chatted. I have old friends. Sometimes I get asked how I first met old friends like Fred Wilson and Alexis Ohanian. These topics didn't interest many people, especially on the east coast. We were friends. Real community. Alex Rampell, who now works with me at a16z, is someone I met in 2003 when a friend said, "Hey, I met someone else interested in consumer internet." Rare. People were focused and enthusiastic. Revolution seemed imminent. We knew a secret nobody else did.
My web 2 startup was called SiteAdvisor. When my co-founders and I started developing the idea in 2003, web security was out of control. Phishing and spyware were common on Internet Explorer PCs. SiteAdvisor was designed to warn users about security threats like phishing and spyware, and then, using web 2 concepts like user-generated reviews, add more subjective judgments (similar to what TrustPilot seems to do today). This staged approach was common at the time; I called it "Come for the tool, stay for the network." We built APIs, encouraged mashups, and did SEO marketing.
Yahoo's 2005 acquisitions of Flickr and Delicious boosted web 2 in 2005. By today's standards, the amounts were small, around $30M each, but it was a signal. Web 2 was assumed to be a fun hobby, a way to build cool stuff, but not a business. Yahoo was a savvy company that said it would make web 2 a priority.
As I recall, that's when web 2 started becoming mainstream tech. Early web 2 founders transitioned successfully. Other entrepreneurs built on the early enthusiasts' work. Competition shifted from ideation to execution. You had to decide if you wanted to be an idealistic indie bar band or a pragmatic stadium band.
Web 2 was booming in 2007 Facebook passed 10M users, Twitter grew and got VC funding, and Google bought YouTube. The 2008 financial crisis tested entrepreneurs' resolve. Smart people predicted another great depression as tech funding dried up.
Many people struggled during the recession. 2008-2011 was a golden age for startups. By 2009, talented founders were flooding Apple's iPhone app store. Mobile apps were booming. Uber, Venmo, Snap, and Instagram were all founded between 2009 and 2011. Social media (which had replaced web 2), cloud computing (which enabled apps to scale server side), and smartphones converged. Even if social, cloud, and mobile improve linearly, the combination could improve exponentially.
This chart shows how I view product and financial cycles. Product and financial cycles evolve separately. The Nasdaq index is a proxy for the financial sentiment. Financial sentiment wildly fluctuates.
Next row shows iconic startup or product years. Bottom-row product cycles dictate timing. Product cycles are more predictable than financial cycles because they follow internal logic. In the incubation phase, enthusiasts build products for other enthusiasts on nights and weekends. When the right mix of technology, talent, and community knowledge arrives, products go mainstream. (I show the biggest tech cycles in the chart, but smaller ones happen, like web 2 in the 2000s and fintech and SaaS in the 2010s.)

Tech has changed since the 2000s. Few tech giants dominate the internet, exerting economic and cultural influence. In the 2000s, web 2 was ignored or dismissed as trivial. Entrenched interests respond aggressively to new movements that could threaten them. Creative patterns from the 2000s continue today, driven by enthusiasts who see possibilities where others don't. Know where to look. Crypto and web 3 are where I'd start.
Today's negative financial sentiment reminds me of 2008. If we face a prolonged downturn, we can learn from 2008 by preserving capital and focusing on the long term. Keep an eye on the product cycle. Smart people are interested in things with product potential. This becomes true. Toys become necessities. Hobbies become mainstream. Optimists build the future, not cynics.
Full article is available here

Aaron Dinin, PhD
3 years ago
I'll Never Forget the Day a Venture Capitalist Made Me Feel Like a Dunce
Are you an idiot at fundraising?
Humans undervalue what they don't grasp. Consider NASCAR. How is that a sport? ask uneducated observers. Circular traffic. Driving near a car's physical limits is different from daily driving. When driving at 200 mph, seemingly simple things like changing gas weight or asphalt temperature might be life-or-death.
Venture investors do something similar in entrepreneurship. Most entrepreneurs don't realize how complex venture finance is.
In my early startup days, I didn't comprehend venture capital's intricacy. I thought VCs were rich folks looking for the next Mark Zuckerberg. I was meant to be a sleek, enthusiastic young entrepreneur who could razzle-dazzle investors.
Finally, one of the VCs I was trying to woo set me straight. He insulted me.
How I learned that I was approaching the wrong investor
I was constructing a consumer-facing, pre-revenue marketplace firm. I looked for investors in my old university's alumni database. My city had one. After some research, I learned he was a partner at a growth-stage, energy-focused VC company with billions under management.
Billions? I thought. Surely he can write a million-dollar cheque. He'd hardly notice.
I emailed the VC about our shared alumni status, explaining that I was building a startup in the area and wanted advice. When he agreed to meet the next week, I prepared my pitch deck.
First error.
The meeting seemed like a funding request. Imagine the awkwardness.
His assistant walked me to the firm's conference room and told me her boss was running late. While waiting, I prepared my pitch. I connected my computer to the projector, queued up my PowerPoint slides, and waited for the VC.
He didn't say hello or apologize when he entered a few minutes later. What are you doing?
Hi! I said, Confused but confident. Dinin Aaron. My startup's pitch.
Who? Suspicious, he replied. Your email says otherwise. You wanted help.
I said, "Isn't that a euphemism for contacting investors?" Fundraising I figured I should pitch you.
As he sat down, he smiled and said, "Put away your computer." You need to study venture capital.
Recognizing the business aspects of venture capital
The VC taught me venture capital in an hour. Young entrepreneur me needed this lesson. I assume you need it, so I'm sharing it.
Most people view venture money from an entrepreneur's perspective, he said. They envision a world where venture capital serves entrepreneurs and startups.
As my VC indicated, VCs perceive their work differently. Venture investors don't serve entrepreneurs. Instead, they run businesses. Their product doesn't look like most products. Instead, the VCs you're proposing have recognized an undervalued market segment. By investing in undervalued companies, they hope to profit. It's their investment thesis.
Your company doesn't fit my investment thesis, the venture capitalist told me. Your pitch won't beat my investing theory. I invest in multimillion-dollar clean energy companies. Asking me to invest in you is like ordering a breakfast burrito at a fancy steakhouse. They could, but why? They don't do that.
Yeah, I’m not a fine steak yet, I laughed, feeling like a fool for pitching a growth-stage VC used to looking at energy businesses with millions in revenues on my pre-revenue, consumer startup.
He stressed that it's not necessary. There are investors targeting your company. Not me. Find investors and pitch them.
Remember this when fundraising. Your investors aren't philanthropists who want to help entrepreneurs realize their company goals. Venture capital is a sophisticated investment strategy, and VC firm managers are industry experts. They're looking for companies that meet their investment criteria. As a young entrepreneur, I didn't grasp this, which is why I struggled to raise money. In retrospect, I probably seemed like an idiot. Hopefully, you won't after reading this.
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Liz Martin
3 years ago
A Search Engine From Apple?
Apple's search engine has long been rumored. Recent Google developments may confirm the rumor. Is Apple about to become Google's biggest rival?
Here's a video:
People noted Apple's changes in 2020. AppleBot, a web crawler that downloads and caches Internet content, was more active than in the last five years.
Apple hired search engine developers, including ex-Googlers, such as John Giannandrea, Google's former search chief.
Apple also changed the way iPhones search. With iOS 14, Apple's search results arrived before Google's.
These facts fueled rumors that Apple was developing a search engine.
Apple and Google Have a Contract
Many skeptics said Apple couldn't compete with Google. This didn't affect the company's competitiveness.
Apple is the only business with the resources and scale to be a Google rival, with 1.8 billion active devices and a $2 trillion market cap.
Still, people doubted that due to a license deal. Google pays Apple $8 to $12 billion annually to be the default iPhone and iPad search engine.
Apple can't build an independent search product under this arrangement.
Why would Apple enter search if it's being paid to stay out?
Ironically, this partnership has many people believing Apple is getting into search.
A New Default Search Engine May Be Needed
Google was sued for antitrust in 2020. It is accused of anticompetitive and exclusionary behavior. Justice wants to end Google's monopoly.
Authorities could restrict Apple and Google's licensing deal due to its likely effect on market competitiveness. Hence Apple needs a new default search engine.
Apple Already Has a Search Engine
The company already has a search engine, Spotlight.
Since 2004, Spotlight has aired. It was developed to help users find photos, documents, apps, music, and system preferences.
Apple's search engine could do more than organize files, texts, and apps.
Spotlight Search was updated in 2014 with iOS 8. Web, App Store, and iTunes searches became available. You could find nearby places, movie showtimes, and news.
This search engine has subsequently been updated and improved. Spotlight added rich search results last year.
If you search for a TV show, movie, or song, photos and carousels will appear at the top of the page.
This resembles Google's rich search results.
When Will the Apple Search Engine Be Available?
When will Apple's search launch? Robert Scoble says it's near.
Scoble tweeted a number of hints before this year's Worldwide Developer Conference.
Scoble bases his prediction on insider information and deductive reasoning. January 2023 is expected.
Will you use Apple's search engine?

Cory Doctorow
3 years ago
The current inflation is unique.
New Stiglitz just dropped.
Here's the inflation story everyone believes (warning: it's false): America gave the poor too much money during the recession, and now the economy is awash with free money, which made them so rich they're refusing to work, meaning the economy isn't making anything. Prices are soaring due to increased cash and missing labor.
Lawrence Summers says there's only one answer. We must impoverish the poor: raise interest rates, cause a recession, and eliminate millions of jobs, until the poor are stripped of their underserved fortunes and return to work.
https://pluralistic.net/2021/11/20/quiet-part-out-loud/#profiteering
This is nonsense. Countries around the world suffered inflation during and after lockdowns, whether they gave out humanitarian money to keep people from starvation. America has slightly greater inflation than other OECD countries, but it's not due to big relief packages.
The Causes of and Responses to Today's Inflation, a Roosevelt Institute report by Nobel-winning economist Joseph Stiglitz and macroeconomist Regmi Ira, debunks this bogus inflation story and offers a more credible explanation for inflation.
https://rooseveltinstitute.org/wp-content/uploads/2022/12/RI CausesofandResponsestoTodaysInflation Report 202212.pdf
Sharp interest rate hikes exacerbate the slump and increase inflation, the authors argue. They compare monetary policy inflation cures to medieval bloodletting, where doctors repeated the same treatment until the patient recovered (for which they received credit) or died (which was more likely).
Let's discuss bloodletting. Inflation hawks warn of the wage price spiral, when inflation rises and powerful workers bargain for higher pay, driving up expenses, prices, and wages. This is the fairy-tale narrative of the 1970s, and it's true except that OPEC's embargo drove up oil prices, which produced inflation. Oh well.
Let's be generous to seventies-haunted inflation hawks and say we're worried about a wage-price spiral. Fantastic! No. Real wages are 2.3% lower than they were in Oct 2021 after peaking in June at 4.8%.
Why did America's powerful workers take a paycut rather than demand inflation-based pay? Weak unions, globalization, economic developments.
Workers don't expect inflation to rise, so they're not requesting inflationary hikes. Inflationary expectations have remained moderate, consistent with our data interpretation.
https://www.newyorkfed.org/microeconomics/sce#/
Neither are workers. Working people see surplus savings as wealth and spend it gradually over their lives, despite rising demand. People may have saved money by staying in during the lockdown, but they don't eat out every night to make up for it. Instead, they keep those savings as precautionary balances. This is why the economy is lagging.
People don't buy non-traded goods with pandemic savings (basically, imports). Imports don't multiply like domestic purchases. If you buy a loaf of bread from the corner baker for $1 and they spend it at the tavern across the street, that dollar generates $3 in economic activity. Spending a dollar on foreign goods leaves the country and any multiplier effect happens there, not in the US.
Only marginally higher wages. The ECI is up 1.6% from 2019. Almost all gains went to the 25% lowest-paid Americans. Contrary to the inflation worry about too much savings, these workers don't make enough to save, even post-pandemic.
Recreation and transit spending are at or below pre-pandemic levels. Higher food and hotel prices (which doesn’t mean we’re buying more food than we were in 2019, just that it costs more).
What causes inflation if not greedy workers, free money, and high demand? The most expensive domestic goods produce the biggest revenues for their manufacturers. They charge you more without paying their workers or suppliers more.
The largest price-gougers are funneling their earnings to rich people who store it offshore through stock buybacks and dividends. A $1 billion stock buyback doesn't buy $1 billion in bread.
Five factors influence US inflation today:
I. Price rises for energy and food
II. shifts in consumer tastes
III. supply interruptions (mainly autos);
IV. increased rents (due to telecommuting);
V. monopoly (AKA price-gouging).
None can be remedied by raising interest rates or laying off workers.
Russia's invasion of Ukraine, omicron, and China's Zero Covid policy all disrupted the flow of food, energy, and production inputs. The price went higher because we made less.
After Russia invaded Ukraine, oil prices spiked, and sanctions made it worse. But that was February. By October, oil prices had returned to pre-pandemic, 2015 levels attributable to global economic adjustments, including a shift to renewables. Every new renewable installation reduces oil consumption and affects oil prices.
High food prices have a simple solution. The US and EU have bribed farmers not to produce for 50 years. If the war continues, this program may end, and food prices may decline.
Demand changes. We want different things than in 2019, not more. During the lockdown, people substituted goods. Half of the US toilet-paper supply in 2019 was on commercial-sized rolls. This is created from different mills and stock than our toilet paper.
Lockdown pushed toilet paper demand to residential rolls, causing shortages (the TP hoarding story was just another pandemic urban legend). Because supermarket stores don't have accounts with commercial paper distributors, ordering from languishing stores was difficult. Kleenex and paper towel substitutions caused greater shortages.
All that drove increased costs in numerous product categories, and there were more cases. These increases are transient, caused by supply chain inefficiencies that are resolving.
Demand for frontline staff saw a one-time repricing of pay, which is being recouped as we speak.
Illnesses. Brittle, hollowed-out global supply chains aggravated this. The constant pursuit of cheap labor and minimal regulation by monopolies that dominate most sectors means things are manufactured in far-flung locations. Financialization means any surplus capital assets were sold off years ago, leaving firms with little production slack. After the epidemic, several of these systems took years to restart.
Automobiles are to blame. Financialization and monopolization consolidated microchip and auto production in Taiwan and China. When the lockdowns came, these worldwide corporations cancelled their chip orders, and when they placed fresh orders, they were at the back of the line.
That drove up car prices, which is why the US has slightly higher inflation than other wealthy countries: the economy is car-centric. Automobile prices account for 9% of the CPI. France: 3.6%
Rent shocks and telecommuting. After the epidemic, many professionals moved to exurbs, small towns, and the countryside to work from home. As commercial properties were vacated, it was impractical to adapt them for residential use due to planning restrictions. Addressing these restrictions will cut rent prices more than raising inflation rates, which halts housing construction.
Statistical mirages cause some rent inflation. The CPI estimates what homeowners would pay to rent their properties. When rents rise in your neighborhood, the CPI believes you're spending more on rent even if you have a 30-year fixed-rate mortgage.
Market dominance. Almost every area of the US economy is dominated by monopolies, whose CEOs disclose on investor calls that they use inflation scares to jack up prices and make record profits.
https://pluralistic.net/2022/02/02/its-the-economy-stupid/#overinflated
Long-term profit margins are rising. Markups averaged 26% from 1960-1980. 2021: 72%. Market concentration explains 81% of markup increases (e.g. monopolization). Profit margins reach a 70-year high in 2022. These elements interact. Monopolies thin out their sectors, making them brittle and sensitive to shocks.
If we're worried about a shrinking workforce, there are more humanitarian and sensible solutions than causing a recession and mass unemployment. Instead, we may boost US production capacity by easing workers' entry into the workforce.
https://pluralistic.net/2022/06/01/factories-to-condos-pipeline/#stuff-not-money
US female workforce participation ranks towards the bottom of developed countries. Many women can't afford to work due to America's lack of daycare, low earnings, and bad working conditions in female-dominated fields. If America doesn't have enough workers, childcare subsidies and minimum wages can help.
By contrast, driving the country into recession with interest-rate hikes will reduce employment, and the last recruited (women, minorities) are the first fired and the last to be rehired. Forcing America into recession won't enhance its capacity to create what its people want; it will degrade it permanently.
Nothing the Fed does can stop price hikes from international markets, lack of supply chain investment, COVID-19 disruptions, climate change, the Ukraine war, or market power. They can worsen it. When supply problems generate inflation, raising interest rates decreases investments that can remedy shortages.
Increasing interest rates won't cut rents since landlords pass on the expenses and high rates restrict investment in new dwellings where tenants could escape the costs.
Fixing the supply fixes supply-side inflation. Increase renewables investment (as the Inflation Reduction Act does). Monopolies can be busted (as the IRA does). Reshore key goods (as the CHIPS Act does). Better pay and child care attract employees.
Windfall taxes can claw back price-gouging corporations' monopoly earnings.
https://pluralistic.net/2022/03/15/sanctions-financing/#soak-the-rich
In 2008, we ruled out fiscal solutions (bailouts for debtors) and turned to monetary policy (bank bailouts). This preserved the economy but increased inequality and eroded public trust.
Monetary policy won't help. Even monetary policy enthusiasts recognize an 18-month lag between action and result. That suggests monetary tightening is unnecessary. Like the medieval bloodletter, central bankers whose interest rate hikes don't work swiftly may do more of the same, bringing the economy to its knees.
Interest rates must rise. Zero-percent interest fueled foolish speculation and financialization. Increasing rates will stop this. Increasing interest rates will destroy the economy and dampen inflation.
Then what? All recent evidence indicate to inflation decreasing on its own, as the authors argue. Supply side difficulties are finally being overcome, evidence shows. Energy and food prices are showing considerable mean reversion, which is disinflationary.
The authors don't recommend doing nothing. Best case scenario, they argue, is that the Fed won't keep raising interest rates until morale improves.
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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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