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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
Read original post.
More on Web3 & Crypto
ANDREW SINGER
3 years ago
Crypto seen as the ‘future of money’ in inflation-mired countries
Crypto as the ‘future of money' in inflation-stricken nations
Citizens of devalued currencies “need” crypto. “Nice to have” in the developed world.
According to Gemini's 2022 Global State of Crypto report, cryptocurrencies “evolved from what many considered a niche investment into an established asset class” last year.
More than half of crypto owners in Brazil (51%), Hong Kong (51%), and India (54%), according to the report, bought cryptocurrency for the first time in 2021.
The study found that inflation and currency devaluation are powerful drivers of crypto adoption, especially in emerging market (EM) countries:
“Respondents in countries that have seen a 50% or greater devaluation of their currency against the USD over the last decade were more than 5 times as likely to plan to purchase crypto in the coming year.”
Between 2011 and 2021, the real lost 218 percent of its value against the dollar, and 45 percent of Brazilians surveyed by Gemini said they planned to buy crypto in 2019.
The rand (South Africa's currency) has fallen 103 percent in value over the last decade, second only to the Brazilian real, and 32 percent of South Africans expect to own crypto in the coming year. Mexico and India, the third and fourth highest devaluation countries, followed suit.
Compared to the US dollar, Hong Kong and the UK currencies have not devalued in the last decade. Meanwhile, only 5% and 8% of those surveyed in those countries expressed interest in buying crypto.
What can be concluded? Noah Perlman, COO of Gemini, sees various crypto use cases depending on one's location.
‘Need to have' investment in countries where the local currency has devalued against the dollar, whereas in the developed world it is still seen as a ‘nice to have'.
Crypto as money substitute
As an adjunct professor at New York University School of Law, Winston Ma distinguishes between an asset used as an inflation hedge and one used as a currency replacement.
Unlike gold, he believes Bitcoin (BTC) is not a “inflation hedge”. They acted more like growth stocks in 2022. “Bitcoin correlated more closely with the S&P 500 index — and Ether with the NASDAQ — than gold,” he told Cointelegraph. But in the developing world, things are different:
“Inflation may be a primary driver of cryptocurrency adoption in emerging markets like Brazil, India, and Mexico.”
According to Justin d'Anethan, institutional sales director at the Amber Group, a Singapore-based digital asset firm, early adoption was driven by countries where currency stability and/or access to proper banking services were issues. Simply put, he said, developing countries want alternatives to easily debased fiat currencies.
“The larger flows may still come from institutions and developed countries, but the actual users may come from places like Lebanon, Turkey, Venezuela, and Indonesia.”
“Inflation is one of the factors that has and continues to drive adoption of Bitcoin and other crypto assets globally,” said Sean Stein Smith, assistant professor of economics and business at Lehman College.
But it's only one factor, and different regions have different factors, says Stein Smith. As a “instantaneously accessible, traceable, and cost-effective transaction option,” investors and entrepreneurs increasingly recognize the benefits of crypto assets. Other places promote crypto adoption due to “potential capital gains and returns”.
According to the report, “legal uncertainty around cryptocurrency,” tax questions, and a general education deficit could hinder adoption in Asia Pacific and Latin America. In Africa, 56% of respondents said more educational resources were needed to explain cryptocurrencies.
Not only inflation, but empowering our youth to live better than their parents without fear of failure or allegiance to legacy financial markets or products, said Monica Singer, ConsenSys South Africa lead. Also, “the issue of cash and remittances is huge in Africa, as is the issue of social grants.”
Money's future?
The survey found that Brazil and Indonesia had the most cryptocurrency ownership. In each country, 41% of those polled said they owned crypto. Only 20% of Americans surveyed said they owned cryptocurrency.
These markets are more likely to see cryptocurrencies as the future of money. The survey found:
“The majority of respondents in Latin America (59%) and Africa (58%) say crypto is the future of money.”
Brazil (66%), Nigeria (63%), Indonesia (61%), and South Africa (57%). Europe and Australia had the fewest believers, with Denmark at 12%, Norway at 15%, and Australia at 17%.
Will the Ukraine conflict impact adoption?
The poll was taken before the war. Will the devastating conflict slow global crypto adoption growth?
With over $100 million in crypto donations directly requested by the Ukrainian government since the war began, Stein Smith says the war has certainly brought crypto into the mainstream conversation.
“This real-world demonstration of decentralized money's power could spur wider adoption, policy debate, and increased use of crypto as a medium of exchange.”
But the war may not affect all developing nations. “The Ukraine war has no impact on African demand for crypto,” Others loom larger. “Yes, inflation, but also a lack of trust in government in many African countries, and a young demographic very familiar with mobile phones and the internet.”
A major success story like Mpesa in Kenya has influenced the continent and may help accelerate crypto adoption. Creating a plan when everyone you trust fails you is directly related to the African spirit, she said.
On the other hand, Ma views the Ukraine conflict as a sort of crisis check for cryptocurrencies. For those in emerging markets, the Ukraine-Russia war has served as a “stress test” for the cryptocurrency payment rail, he told Cointelegraph.
“These emerging markets may see the greatest future gains in crypto adoption.”
Inflation and currency devaluation are persistent global concerns. In such places, Bitcoin and other cryptocurrencies are now seen as the “future of money.” Not in the developed world, but that could change with better regulation and education. Inflation and its impact on cash holdings are waking up even Western nations.
Read original post here.
Scott Hickmann
3 years ago
Welcome
Welcome to Integrity's Web3 community!
Trent Lapinski
3 years ago
What The Hell Is A Crypto Punk?
We are Crypto Punks, and we are changing your world.
A “Crypto Punk” is a new generation of entrepreneurs who value individual liberty and collective value creation and co-creation through decentralization. While many Crypto Punks were born and raised in a digital world, some of the early pioneers in the crypto space are from the Oregon Trail generation. They were born to an analog world, but grew up simultaneously alongside the birth of home computing, the Internet, and mobile computing.
A Crypto Punk’s world view is not the same as previous generations. By the time most Crypto Punks were born everything from fiat currency, the stock market, pharmaceuticals, the Internet, to advanced operating systems and microprocessing were already present or emerging. Crypto Punks were born into pre-existing conditions and systems of control, not governed by logic or reason but by greed, corporatism, subversion, bureaucracy, censorship, and inefficiency.
All Systems Are Human Made
Crypto Punks understand that all systems were created by people and that previous generations did not have access to information technologies that we have today. This is why Crypto Punks have different values than their parents, and value liberty, decentralization, equality, social justice, and freedom over wealth, money, and power. They understand that the only path forward is to work together to build new and better systems that make the old world order obsolete.
Unlike the original cypher punks and cyber punks, Crypto Punks are a new iteration or evolution of these previous cultures influenced by cryptography, blockchain technology, crypto economics, libertarianism, holographics, democratic socialism, and artificial intelligence. They are tasked with not only undoing the mistakes of previous generations, but also innovating and creating new ways of solving complex problems with advanced technology and solutions.
Where Crypto Punks truly differ is in their understanding that computer systems can exist for more than just engagement and entertainment, but actually improve the human condition by automating bureaucracy and inefficiency by creating more efficient economic incentives and systems.
Crypto Punks Value Transparency and Do Not Trust Flawed, Unequal, and Corrupt Systems
Crypto Punks have a strong distrust for inherently flawed and corrupt systems. This why Crypto Punks value transparency, free speech, privacy, and decentralization. As well as arguably computer systems over human powered systems.
Crypto Punks are the children of the Great Recession, and will never forget the economic corruption that still enslaves younger generations.
Crypto Punks were born to think different, and raised by computers to view reality through an LED looking glass. They will not surrender to the flawed systems of economic wage slavery, inequality, censorship, and subjection. They will literally engineer their own unstoppable financial systems and trade in cryptography over fiat currency merely to prove that belief systems are more powerful than corruption.
Crypto Punks are here to help achieve freedom from world governments, corporations and bankers who monetizine our data to control our lives.
Crypto Punks Decentralize
Despite all the evils of the world today, Crypto Punks know they have the power to create change. This is why Crypto Punks are optimistic about the future despite all the indicators that humanity is destined for failure.
Crypto Punks believe in systems that prioritize people and the planet above profit. Even so, Crypto Punks still believe in capitalistic systems, but only capitalistic systems that incentivize good behaviors that do not violate the common good for the sake of profit.
Cyber Punks Are Co-Creators
We are Crypto Punks, and we will build a better world for all of us. For the true price of creation is not in US dollars, but through working together as equals to replace the unequal and corrupt greedy systems of previous generations.
Where they have failed, Crypto Punks will succeed. Not because we want to, but because we have to. The world we were born into is so corrupt and its systems so flawed and unequal we were never given a choice.
We have to be the change we seek.
We are Crypto Punks.
Either help us, or get out of our way.
Are you a Crypto Punk?
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obimy.app
3 years ago
How TikTok helped us grow to 6 million users
This resulted to obimy's new audience.
Hi! obimy's official account. Here, we'll teach app developers and marketers. In 2022, our downloads increased dramatically, so we'll share what we learned.
obimy is what we call a ‘senseger’. It's a new method to communicate digitally. Instead of text, obimy users connect through senses and moods. Feeling playful? Flirt with your partner, pat a pal, or dump water on a classmate. Each feeling is an interactive animation with vibration. It's a wordless app. App Store and Google Play have obimy.
We had 20,000 users in 2022. Two to five thousand of them opened the app monthly. Our DAU metric was 500.
We have 6 million users after 6 months. 500,000 individuals use obimy daily. obimy was the top lifestyle app this week in the U.S.
And TikTok helped.
TikTok fuels obimys' growth. It's why our app exploded. How and what did we learn? Our Head of Marketing, Anastasia Avramenko, knows.
our actions prior to TikTok
We wanted to achieve product-market fit through organic expansion. Quora, Reddit, Facebook Groups, Facebook Ads, Google Ads, Apple Search Ads, and social media activity were tested. Nothing worked. Our CPI was sometimes $4, so unit economics didn't work.
We studied our markets and made audience hypotheses. We promoted our goods and studied our audience through social media quizzes. Our target demographic was Americans in long-distance relationships. I designed quizzes like Test the Strength of Your Relationship to better understand the user base. After each quiz, we encouraged users to download the app to enhance their connection and bridge the distance.
We got 1,000 responses for $50. This helped us comprehend the audience's grief and coping strategies (aka our rivals). I based action items on answers given. If you can't embrace a loved one, use obimy.
We also tried Facebook and Google ads. From the start, we knew it wouldn't work.
We were desperate to discover a free way to get more users.
Our journey to TikTok
TikTok is a great venue for emerging creators. It also helped reach people. Before obimy, my TikTok videos garnered 12 million views without sponsored promotion.
We had to act. TikTok was required.
I wasn't a TikTok user before obimy. Initially, I uploaded promotional content. Call-to-actions appear strange next to dancing challenges and my money don't jiggle jiggle. I learned TikTok. Watch TikTok for an hour was on my to-do list. What a dream job!
Our most popular movies presented the app alongside text outlining what it does. We started promoting them in Europe and the U.S. and got a 16% CTR and $1 CPI, an improvement over our previous efforts.
Somehow, we were expanding. So we came up with new hypotheses, calls to action, and content.
Four months passed, yet we saw no organic growth.
Russia attacked Ukraine.
Our app aimed to be helpful. For now, we're focusing on our Ukrainian audience. I posted sloppy TikToks illustrating how obimy can help during shelling or air raids.
In two hours, Kostia sent me our visitor count. Our servers crashed.
Initially, we had several thousand daily users. Over 200,000 users joined obimy in a week. They posted obimy videos on TikTok, drawing additional users. We've also resumed U.S. video promotion.
We gained 2,000,000 new members with less than $100 in ads, primarily in the U.S. and U.K.
TikTok helped.
The figures
We were confident we'd chosen the ideal tool for organic growth.
Over 45 million people have viewed our own videos plus a ton of user-generated content with the hashtag #obimy.
About 375 thousand people have liked all of our individual videos.
The number of downloads and the virality of videos are directly correlated.
Where are we now?
TikTok fuels our organic growth. We post 56 videos every week and pay to promote viral content.
We use UGC and influencers. We worked with Universal Music Italy on Eurovision. They offered to promote us through their million-follower TikTok influencers. We thought their followers would improve our audience, but it didn't matter. Integration didn't help us. Users that share obimy videos with their followers can reach several million views, which affects our download rate.
After the dust settled, we determined our key audience was 13-18-year-olds. They want to express themselves, but it's sometimes difficult. We're searching for methods to better engage with our users. We opened a Discord server to discuss anime and video games and gather app and content feedback.
TikTok helps us test product updates and hypotheses. Example: I once thought we might raise MAU by prompting users to add strangers as friends. Instead of asking our team to construct it, I made a TikTok urging users to share invite URLs. Users share links under every video we upload, embracing people worldwide.
Key lessons
Don't direct-sell. TikTok isn't for Instagram, Facebook, or YouTube promo videos. Conventional advertisements don't fit. Most users will swipe up and watch humorous doggos.
More product videos are better. Finally. So what?
Encourage interaction. Tagging friends in comments or making videos with the app promotes it more than any marketing spend.
Be odd and risqué. A user mistakenly sent a French kiss to their mom in one of our most popular videos.
TikTok helps test hypotheses and build your user base. It also helps develop apps. In our upcoming blog, we'll guide you through obimy's design revisions based on TikTok. Follow us on Twitter, Instagram, and TikTok.
Jon Brosio
3 years ago
You can learn more about marketing from these 8 copywriting frameworks than from a college education.
Email, landing pages, and digital content
Today's most significant skill:
Copywriting.
Unfortunately, most people don't know how to write successful copy because they weren't taught in school.
I've been obsessed with copywriting for two years. I've read 15 books, completed 3 courses, and studied internet's best digital entrepreneurs.
Here are 8 copywriting frameworks that educate more than a four-year degree.
1. Feature — Advantage — Benefit (F.A.B)
This is the most basic copywriting foundation. Email marketing, landing page copy, and digital video ads can use it.
F.A.B says:
How it works (feature)
which is helpful (advantage)
What's at stake (benefit)
The Hustle uses this framework on their landing page to convince people to sign up:
2. P. A. S. T. O. R.
This framework is for longer-form copywriting. PASTOR uses stories to engage with prospects. It explains why people should buy this offer.
PASTOR means:
Problem
Amplify
Story
Testimonial
Offer
Response
Dan Koe's landing page is a great example. It shows PASTOR frame-by-frame.
3. Before — After — Bridge
Before-after-bridge is a copywriting framework that draws attention and shows value quickly.
This framework highlights:
where you are
where you want to be
how to get there
Works great for: Email threads/landing pages
Zain Kahn utilizes this framework to write viral threads.
4. Q.U.E.S.T
QUEST is about empathetic writing. You know their issues, obstacles, and headaches. This allows coverups.
QUEST:
Qualifies
Understands
Educates
Stimulates
Transitions
Tom Hirst's landing page uses the QUEST framework.
5. The 4P’s model
The 4P’s approach pushes your prospect to action. It educates and persuades quickly.
4Ps:
The problem the visitor is dealing with
The promise that will help them
The proof the promise works
A push towards action
Mark Manson is a bestselling author, digital creator, and pop-philosopher. He's also a great copywriter, and his membership offer uses the 4P’s framework.
6. Problem — Agitate — Solution (P.A.S)
Up-and-coming marketers should understand problem-agitate-solution copywriting. Once you understand one structure, others are easier. It drives passion and presents a clear solution.
PAS outlines:
The issue the visitor is having
It then intensifies this issue through emotion.
finally offers an answer to that issue (the offer)
The customer's story loops. Nicolas Cole and Dickie Bush use PAS to promote Ship 30 for 30.
7. Star — Story — Solution (S.S.S)
PASTOR + PAS = star-solution-story. Like PAS, it employs stories to persuade.
S.S.S. is effective storytelling:
Star: (Person had a problem)
Story: (until they had a breakthrough)
Solution: (That created a transformation)
Ali Abdaal is a YouTuber with a great S.S.S copy.
8. Attention — Interest — Desire — Action
AIDA is another classic. This copywriting framework is great for fast-paced environments (think all digital content on Linkedin, Twitter, Medium, etc.).
It works with:
Page landings
writing on thread
Email
It's a good structure since it's concise, attention-grabbing, and action-oriented.
Shane Martin, Twitter's creator, uses this approach to create viral content.
TL;DR
8 copywriting frameworks that teach marketing better than a four-year degree
Feature-advantage-benefit
Before-after-bridge
Star-story-solution
P.A.S.T.O.R
Q.U.E.S.T
A.I.D.A
P.A.S
4P’s
Niharikaa Kaur Sodhi
3 years ago
The Only Paid Resources I Turn to as a Solopreneur
4 Pricey Tools That Are Valuable
I pay based on ROI (return on investment).
If a $20/month tool or $500 online course doubles my return, I'm in.
Investing helps me build wealth.
Canva Pro
I initially refused to pay.
My course content needed updating a few months ago. My Google Docs text looked cleaner and more professional in Canva.
I've used it to:
product cover pages
eBook covers
Product page infographics
See my Google Sheets vs. Canva product page graph.
Google Sheets vs Canva
Yesterday, I used it to make a LinkedIn video thumbnail. It took less than 5 minutes and improved my video.
In 30 hours, the video had 39,000 views.
Here's more.
HypeFury
Hypefury rocks!
It builds my brand as I sleep. What else?
Because I'm traveling this weekend, I planned tweets for 10 days. It took me 80 minutes.
So while I travel or am absent, my content mill keeps producing.
Also I like:
I can reach hundreds of people thanks to auto-DMs. I utilize it to advertise freebies; for instance, leave an emoji remark to receive my checklist. And they automatically receive a message in their DM.
Scheduled Retweets: By appearing in a different time zone, they give my tweet a second chance.
It helps me save time and expand my following, so that's my favorite part.
It’s also super neat:
Zoom Pro
My course involves weekly and monthly calls for alumni.
Google Meet isn't great for group calls. The interface isn't great.
Zoom Pro is expensive, and the monthly payments suck, but it's necessary.
It gives my students a smooth experience.
Previously, we'd do 40-minute meetings and then reconvene.
Zoom's free edition limits group calls to 40 minutes.
This wouldn't be a good online course if I paid hundreds of dollars.
So I felt obligated to help.
YouTube Premium
My laptop has an ad blocker.
I bought an iPad recently.
When you're self-employed and work from home, the line between the two blurs. My bed is only 5 steps away!
When I read or watched videos on my laptop, I'd slide into work mode. Only option was to view on phone, which is awkward.
YouTube premium handles it. No more advertisements and I can listen on the move.
3 Expensive Tools That Aren't Valuable
Marketing strategies are sometimes aimed to make you feel you need 38474 cool features when you don’t.
Certain tools are useless.
I found it useless.
Depending on your needs. As a writer and creator, I get no return.
They could for other jobs.
Shield Analytics
It tracks LinkedIn stats, like:
follower growth
trend chart for impressions
Engagement, views, and comment stats for posts
and much more.
Middle-tier creator costs $12/month.
I got a 25% off coupon but canceled my free trial before writing this. It's not worth the discount.
Why?
LinkedIn provides free analytics. See:
Not thorough and won't show top posts.
I don't need to see my top posts because I love experimenting with writing.
Slack Premium
Slack was my classroom. Slack provided me a premium trial during the prior cohort.
I skipped it.
Sure, voice notes are better than a big paragraph. I didn't require pro features.
Marketing methods sometimes make you think you need 38474 amazing features. Don’t fall for it.
Calendly Pro
This may be worth it if you get many calls.
I avoid calls. During my 9-5, I had too many pointless calls.
I don't need:
ability to schedule calls for 15, 30, or 60 minutes: I just distribute each link separately.
I have a Gumroad consultation page with a payment option.
follow-up emails: I hardly ever make calls, so
I just use one calendar, therefore I link to various calendars.
I'll admit, the integrations are cool. Not for me.
If you're a coach or consultant, the features may be helpful. Or book meetings.
Conclusion
Investing is spending to make money.
Use my technique — put money in tools that help you make money. This separates it from being an investment instead of an expense.
Try free versions of these tools before buying them since everyone else is.