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Nathan Reiff

Nathan Reiff

3 years ago

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

What Is the Howey Test?

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

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

Understanding the Howey Test

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

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

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

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

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

Howey Test and Cryptocurrencies

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

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

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

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

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

Special Considerations

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

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

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

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

Howey Test FAQs

How Do You Determine If Something Is a Security?

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

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

Why Is Bitcoin Not a Security?

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

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

A Security Defined by the SEC

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

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

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

Read original post.

More on Web3 & Crypto

Elnaz Sarraf

Elnaz Sarraf

3 years ago

Why Bitcoin's Crash Could Be Good for Investors

The crypto market crashed in June 2022. Bitcoin and other cryptocurrencies hit their lowest prices in over a year, causing market panic. Some believe this crash will benefit future investors.

Before I discuss how this crash might help investors, let's examine why it happened. Inflation in the U.S. reached a 30-year high in 2022 after Russia invaded Ukraine. In response, the U.S. Federal Reserve raised interest rates by 0.5%, the most in almost 20 years. This hurts cryptocurrencies like Bitcoin. Higher interest rates make people less likely to invest in volatile assets like crypto, so many investors sold quickly.

The crypto market collapsed. Bitcoin, Ethereum, and Binance dropped 40%. Other cryptos crashed so hard they were delisted from almost every exchange. Bitcoin peaked in April 2022 at $41,000, but after the May interest rate hike, it crashed to $28,000. Bitcoin investors were worried. Even in bad times, this crash is unprecedented.

Bitcoin wasn't "doomed." Before the crash, LUNA was one of the top 5 cryptos by market cap. LUNA was trading around $80 at the start of May 2022, but after the rate hike?

Less than 1 cent. LUNA lost 99.99% of its value in days and was removed from every crypto exchange. Bitcoin's "crash" isn't as devastating when compared to LUNA.

Many people said Bitcoin is "due" for a LUNA-like crash and that the only reason it hasn't crashed is because it's bigger. Still false. If so, Bitcoin should be worth zero by now. We didn't. Instead, Bitcoin reached 28,000, then 29k, 30k, and 31k before falling to 18k. That's not the world's greatest recovery, but it shows Bitcoin's safety.

Bitcoin isn't falling constantly. It fell because of the initial shock of interest rates, but not further. Now, Bitcoin's value is more likely to rise than fall. Bitcoin's low price also attracts investors. They know what prices Bitcoin can reach with enough hype, and they want to capitalize on low prices before it's too late.

Bitcoin's crash was bad, but in a way it wasn't. To understand, consider 2021. In March 2021, Bitcoin surpassed $60k for the first time. Elon Musk's announcement in May that he would no longer support Bitcoin caused a massive crash in the crypto market. In May 2017, Bitcoin's price hit $29,000. Elon Musk's statement isn't worth more than the Fed raising rates. Many expected this big announcement to kill Bitcoin.

Not so. Bitcoin crashed from $58k to $31k in 2021. Bitcoin fell from $41k to $28k in 2022. This crash is smaller. Bitcoin's price held up despite tensions and stress, proving investors still believe in it. What happened after the initial crash in the past?

Bitcoin fell until mid-July. This is also something we’re not seeing today. After a week, Bitcoin began to improve daily. Bitcoin's price rose after mid-July. Bitcoin's price fluctuated throughout the rest of 2021, but it topped $67k in November. Despite no major changes, the peak occurred after the crash. Elon Musk seemed uninterested in crypto and wasn't likely to change his mind soon. What triggered this peak? Nothing, really. What really happened is that people got over the initial statement. They forgot.

Internet users have goldfish-like attention spans. People quickly forgot the crash's cause and were back investing in crypto months later. Despite the market's setbacks, more crypto investors emerged by the end of 2017. Who gained from these peaks? Bitcoin investors who bought low. Bitcoin not only recovered but also doubled its ROI. It was like a movie, and it shows us what to expect from Bitcoin in the coming months.

The current Bitcoin crash isn't as bad as the last one. LUNA is causing market panic. LUNA and Bitcoin are different cryptocurrencies. LUNA crashed because Terra wasn’t able to keep its peg with the USD. Bitcoin is unanchored. It's one of the most decentralized investments available. LUNA's distrust affected crypto prices, including Bitcoin, but it won't last forever.

This is why Bitcoin will likely rebound in the coming months. In 2022, people will get over the rise in interest rates and the crash of LUNA, just as they did with Elon Musk's crypto stance in 2021. When the world moves on to the next big controversy, Bitcoin's price will soar.

Bitcoin may recover for another reason. Like controversy, interest rates fluctuate. The Russian invasion caused this inflation. World markets will stabilize, prices will fall, and interest rates will drop.

Next, lower interest rates could boost Bitcoin's price. Eventually, it will happen. The U.S. economy can't sustain such high interest rates. Investors will put every last dollar into Bitcoin if interest rates fall again.

Bitcoin has proven to be a stable investment. This boosts its investment reputation. Even if Ethereum dethrones Bitcoin as crypto king one day (or any other crypto, for that matter). Bitcoin may stay on top of the crypto ladder for a while. We'll have to wait a few months to see if any of this is true.


This post is a summary. Read the full article here.

CyberPunkMetalHead

CyberPunkMetalHead

3 years ago

Developed an automated cryptocurrency trading tool for nearly a year before unveiling it this month.

Overview

I'm happy to provide this important update. We've worked on this for a year and a half, so I'm glad to finally write it. We named the application AESIR because we’ve love Norse Mythology. AESIR automates and runs trading strategies.

  • Volatility, technical analysis, oscillators, and other signals are currently supported by AESIR.

  • Additionally, we enhanced AESIR's ability to create distinctive bespoke signals by allowing it to analyze many indicators and produce a single signal.

  • AESIR has a significant social component that allows you to copy the best-performing public setups and use them right away.

Enter your email here to be notified when AEISR launches.

Views on algorithmic trading

First, let me clarify. Anyone who claims algorithmic trading platforms are money-printing plug-and-play devices is a liar. Algorithmic trading platforms are a collection of tools.

A trading algorithm won't make you a competent trader if you lack a trading strategy and yolo your funds without testing. It may hurt your trade. Test and alter your plans to account for market swings, but comprehend market signals and trends.

Status Report

Throughout closed beta testing, we've communicated closely with users to design a platform they want to use.

To celebrate, we're giving you free Aesir Viking NFTs and we cover gas fees.

Why use a trading Algorithm?

  • Automating a successful manual approach

  • experimenting with and developing solutions that are impossible to execute manually

One AESIR strategy lets you buy any cryptocurrency that rose by more than x% in y seconds.

AESIR can scan an exchange for coins that have gained more than 3% in 5 minutes. It's impossible to manually analyze over 1000 trading pairings every 5 minutes. Auto buy dips or DCA around a Dip

Sneak Preview

Here's the Leaderboard, where you can clone the best public settings.

As a tiny, self-funded team, we're excited to unveil our product. It's a beta release, so there's still more to accomplish, but we know where we stand.

If this sounds like a project that you might want to learn more about, you can sign up to our newsletter and be notified when AESIR launches.

Useful Links:

Join the Discord | Join our subreddit | Newsletter | Mint Free NFT

Yusuf Ibrahim

Yusuf Ibrahim

4 years ago

How to sell 10,000 NFTs on OpenSea for FREE (Puppeteer/NodeJS)

So you've finished your NFT collection and are ready to sell it. Except you can't figure out how to mint them! Not sure about smart contracts or want to avoid rising gas prices. You've tried and failed with apps like Mini mouse macro, and you're not familiar with Selenium/Python. Worry no more, NodeJS and Puppeteer have arrived!

Learn how to automatically post and sell all 1000 of my AI-generated word NFTs (Nakahana) on OpenSea for FREE!

My NFT project — Nakahana |

NOTE: Only NFTs on the Polygon blockchain can be sold for free; Ethereum requires an initiation charge. NFTs can still be bought with (wrapped) ETH.

If you want to go right into the code, here's the GitHub link: https://github.com/Yusu-f/nftuploader

Let's start with the knowledge and tools you'll need.

What you should know

You must be able to write and run simple NodeJS programs. You must also know how to utilize a Metamask wallet.

Tools needed

  • NodeJS. You'll need NodeJs to run the script and NPM to install the dependencies.
  • Puppeteer – Use Puppeteer to automate your browser and go to sleep while your computer works.
  • Metamask – Create a crypto wallet and sign transactions using Metamask (free). You may learn how to utilize Metamask here.
  • Chrome – Puppeteer supports Chrome.

Let's get started now!

Starting Out

Clone Github Repo to your local machine. Make sure that NodeJS, Chrome, and Metamask are all installed and working. Navigate to the project folder and execute npm install. This installs all requirements.

Replace the “extension path” variable with the Metamask chrome extension path. Read this tutorial to find the path.

Substitute an array containing your NFT names and metadata for the “arr” variable and the “collection_name” variable with your collection’s name.

Run the script.

After that, run node nftuploader.js.

Open a new chrome instance (not chromium) and Metamask in it. Import your Opensea wallet using your Secret Recovery Phrase or create a new one and link it. The script will be unable to continue after this but don’t worry, it’s all part of the plan.

Next steps

Open your terminal again and copy the route that starts with “ws”, e.g. “ws:/localhost:53634/devtools/browser/c07cb303-c84d-430d-af06-dd599cf2a94f”. Replace the path in the connect function of the nftuploader.js script.

const browser = await puppeteer.connect({ browserWSEndpoint: "ws://localhost:58533/devtools/browser/d09307b4-7a75-40f6-8dff-07a71bfff9b3", defaultViewport: null });

Rerun node nftuploader.js. A second tab should open in THE SAME chrome instance, navigating to your Opensea collection. Your NFTs should now start uploading one after the other! If any errors occur, the NFTs and errors are logged in an errors.log file.

Error Handling

The errors.log file should show the name of the NFTs and the error type. The script has been changed to allow you to simply check if an NFT has already been posted. Simply set the “searchBeforeUpload” setting to true.

We're done!

If you liked it, you can buy one of my NFTs! If you have any concerns or would need a feature added, please let me know.

Thank you to everyone who has read and liked. I never expected it to be so popular.

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Kaitlin Fritz

Kaitlin Fritz

3 years ago

The Entrepreneurial Chicken and Egg

University entrepreneurship is like a Willy Wonka Factory of ideas. Classes, roommates, discussions, and the cafeteria all inspire new ideas. I've seen people establish a business without knowing its roots.

Chicken or egg? On my mind: I've asked university founders around the world whether the problem or solution came first.

The Problem

One African team I met started with the “instant noodles” problem in their academic ecosystem. Many of us have had money issues in college, which may have led to poor nutritional choices.

Many university students in a war-torn country ate quick noodles or pasta for dinner.

Noodles required heat, water, and preparation in the boarding house. Unreliable power from one hot plate per blue moon. What's healthier, easier, and tastier than sodium-filled instant pots?

BOOM. They were fixing that. East African kids need affordable, nutritious food.

This is a real difficulty the founders faced every day with hundreds of comrades.

This sparked their serendipitous entrepreneurial journey and became their business's cornerstone.

The Solution

I asked a UK team about their company idea. They said the solution fascinated them.

The crew was fiddling with social media algorithms. Why are some people more popular? They were studying platforms and social networks, which offered a way for them.

Solving a problem? Yes. Long nights of university research lead them to it. Is this like world hunger? Social media influencers confront this difficulty regularly.

It made me ponder something. Is there a correct response?

In my heart, yes, but in my head…maybe?

I believe you should lead with empathy and embrace the problem, not the solution. Big or small, businesses should solve problems. This should be your focus. This is especially true when building a social company with an audience in mind.

Philosophically, invention and innovation are occasionally accidental. Also not penalized. Think about bugs and the creation of Velcro, or the inception of Teflon. They tackle difficulties we overlook. The route to the problem may look different, but there is a path there.

There's no golden ticket to the Chicken-Egg debate, but I'll keep looking this summer.

Ian Writes

Ian Writes

3 years ago

Rich Dad, Poor Dad is a Giant Steaming Pile of Sh*t by Robert Kiyosaki.

Don't promote it.

Kiyosaki worked with Trump on a number of projects

I rarely read a post on how Rich Dad, Poor Dad motivated someone to grow rich or change their investing/finance attitude. Rich Dad, Poor Dad is a sham, though. This book isn't worth anyone's attention.

Robert Kiyosaki, the author of this garbage, doesn't deserve recognition or attention. This first finance guru wanted to build his own wealth at your expense. These charlatans only care about themselves.

The reason why Rich Dad, Poor Dad is a huge steaming piece of trash

The book's ideas are superficial, apparent, and unsurprising to entrepreneurs and investors. The book's themes may seem profound to first-time readers.

Apparently, starting a business will make you rich.

The book supports founding or buying a business, making it self-sufficient, and being rich through it. Starting a business is time-consuming, tough, and expensive. Entrepreneurship isn't for everyone. Rarely do enterprises succeed.

Robert says we should think like his mentor, a rich parent. Robert never said who or if this guy existed. He was apparently his own father. Robert proposes investing someone else's money in several enterprises and properties. The book proposes investing in:

“have returns of 100 percent to infinity. Investments that for $5,000 are soon turned into $1 million or more.”

In rare cases, a business may provide 200x returns, but 65% of US businesses fail within 10 years. Australia's first-year business failure rate is 60%. A business that lasts 10 years doesn't mean its owner is rich. These statistics only include businesses that survive and pay their owners.

Employees are depressed and broke.

The novel portrays employees as broke and sad. The author degrades workers.

I've owned and worked for a business. I was broke and miserable as a business owner, working 80 hours a week for absolutely little salary. I work 50 hours a week and make over $200,000 a year. My work is hard, intriguing, and I'm surrounded by educated individuals. Self-employed or employee?

Don't listen to a charlatan's tax advice.

From a bad advise perspective, Robert's tax methods were funny. Robert suggests forming a corporation to write off holidays as board meetings or health club costs as business expenses. These actions can land you in serious tax trouble.

Robert dismisses college and traditional schooling. Rich individuals learn by doing or living, while educated people are agitated and destitute, says Robert.

Rich dad says:

“All too often business schools train employees to become sophisticated bean-counters. Heaven forbid a bean counter takes over a business. All they do is look at the numbers, fire people, and kill the business.”

And then says:

“Accounting is possibly the most confusing, boring subject in the world, but if you want to be rich long-term, it could be the most important subject.”

Get rich by avoiding paying your debts to others.

While this book has plenty of bad advice, I'll end with this: Robert advocates paying yourself first. This man's work with Trump isn't surprising.

Rich Dad's book says:

“So you see, after paying myself, the pressure to pay my taxes and the other creditors is so great that it forces me to seek other forms of income. The pressure to pay becomes my motivation. I’ve worked extra jobs, started other companies, traded in the stock market, anything just to make sure those guys don’t start yelling at me […] If I had paid myself last, I would have felt no pressure, but I’d be broke.“

Paying yourself first shouldn't mean ignoring debt, damaging your credit score and reputation, or paying unneeded fees and interest. Good business owners pay employees, creditors, and other costs first. You can pay yourself after everyone else.

If you follow Robert Kiyosaki's financial and business advice, you might as well follow Donald Trump's, the most notoriously ineffective businessman and swindle artist.

This book's popularity is unfortunate. Robert utilized the book's fame to promote paid seminars. At these seminars, he sold more expensive seminars to the gullible. This strategy was utilized by several conmen and Trump University.

It's reasonable that many believed him. It sounded appealing because he was pushing to get rich by thinking like a rich person. Anyway. At a time when most persons addressing wealth development advised early sacrifices (such as eschewing luxury or buying expensive properties), Robert told people to act affluent now and utilize other people's money to construct their fantasy lifestyle. It's exciting and fast.

I often voice my skepticism and scorn for internet gurus now that social media and platforms like Medium make it easier to promote them. Robert Kiyosaki was a guru. Many people still preach his stuff because he was so good at pushing it.

Nikhil Vemu

Nikhil Vemu

2 years ago

7 Mac Apps That Are Exorbitantly Priced But Totally Worth It

Photo by Jack Carter on Unsplash

Wish you more bang for your buck

By ‘Cost a Bomb’ I didn’t mean to exaggerate. It’s an idiom that means ‘To be very expensive’. In fact, no app on the planet costs a bomb lol.

So, to the point.

Chronicle

(Freemium. For Pro, $24.99 | Available on Setapp)

Credit: LittleFin LLC

You probably have trouble keeping track of dozens of bills and subscriptions each month.

Try Chronicle.

Easy-to-use app

  • Add payment due dates and receive reminders,

  • Save payment documentation,

  • Analyze your spending by season, year, and month.

  • Observe expenditure trends and create new budgets.

Best of all, Chronicle features an integrated browser for fast payment and logging.

iOS and macOS sync.

SoundSource

($39 for lifetime)

Background Music, a free macOS program, was featured in #6 of this post last month.

It controls per-app volume, stereo balance, and audio over its max level.

Credit: Rogue Amoeba Software Inc.

Background Music is fully supported. Additionally,

  • Connect various speakers to various apps (Wow! ),

  • change the audio sample rate for each app,

  • To facilitate access, add a floating SoundSource window.

  • Use its blocks in Shortcuts app,

  • On the menu bar, include meters for output/input devices and running programs.

PixelSnap

($39 for lifetime | Available on Setapp)

Credit: MTW

This software is heaven for UI designers.

It aids you.

  • quickly calculate screen distances (in pixels) ,

Credit: MTW
  • Drag an area around an object to determine its borders,

Credit: MTW
  • Measure the distances between the additional guides,

Credit: MTW
  • screenshots should be pixel-perfect.

What’s more.

You can

  • Adapt your tolerance for items with poor contrast and shadows.

  • Use your Touch Bar to perform important tasks, if you have one.

Mate Translation

($3.99 a month / $29.99 a year | Available on Setapp)

Credit: Gikken

Mate Translate resembles a roided-up version of BarTranslate, which I wrote about in #1 of this piece last month.

If you translate often, utilize Mate Translate on macOS and Safari.

I'm really vocal about it.

It stays on the menu bar, and is accessible with a click or ⌥+shift+T hotkey.

It lets you

  • Translate in 103 different languages,

  • To translate text, double-click or right-click on it.

  • Totally translate websites. Additionally, Netflix subtitles,

  • Listen to their pronunciation to see how close it is to human.

iPhone and Mac sync Mate-ing history.

Swish

($16 for lifetime | Available on Setapp)

Swish is awesome!

Swipe, squeeze, tap, and hold movements organize chaotic desktop windows. Swish operates with mouse and trackpad.

Some gestures:

• Pinch Once: Close an app
• Pinch Twice: Quit an app
• Swipe down once: Minimise an app
• Pinch Out: Enter fullscreen mode
• Tap, Hold, & Swipe: Arrange apps in grids
and many more...

Credit: Christian Renninger

After getting acquainted to the movements, your multitasking will improve.

Unite

($24.99 for lifetime | Available on Setapp)

It turns webapps into macOS apps. The end.

Unite's functionality is a million times better.

Credit: BZG Apps LLC & Binyamin Goldman
  • Provide extensive customization (incl. its icon, light and dark modes)

  • make menu bar applications,

  • Get badges for web notifications and automatically refresh websites,

  • Replace any dock icon in the window with it (Wow!) by selecting that portion of the window.

This will help know weather or stock prices easily. (Credit: BZG Apps LLC & Binyamin Goldman)
  • Use PiP (Picture-in-Picture) on video sites that support it.

  • Delete advertising,

  • Throughout macOS, use floating windows

and many more…

I feel $24.99 one-off for this tool is a great deal, considering all these features. What do you think?

https://www.bzgapps.com/unite

CleanShot X

(Basic: $29 one-off. Pro: $8/month | Available on Setapp)

Credit: MTW

CleanShot X can achieve things the macOS screenshot tool cannot. Complete screenshot toolkit.

CleanShot X, like Pixel Snap 2 (#3), is fantastic.

Allows

  • Scroll to capture a long page,

  • screen recording,

    With webcam on,
    • With mic and system audio,
    • Highlighting mouse clicks and hotkeys.

  • Maintain floating screenshots for reference

  • While capturing, conceal desktop icons and notifications.

  • Recognize text in screenshots (OCR),

  • You may upload and share screenshots using the built-in cloud.

These are just 6 in 50+ features, and you’re already saying Wow!