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

Protos
3 years ago
StableGains lost $42M in Anchor Protocol.
StableGains lost millions of dollars in customer funds in Anchor Protocol without telling its users. The Anchor Protocol offered depositors 19-20% APY before its parent ecosystem, Terra LUNA, lost tens of billions of dollars in market capitalization as LUNA fell below $0.01 and its stablecoin (UST) collapsed.
A Terra Research Forum member raised the alarm. StableGains changed its homepage and Terms and Conditions to reflect how it mitigates risk, a tacit admission that it should have done so from the start.
StableGains raised $600,000 in YCombinator's W22 batch. Moonfire, Broom Ventures, and Goodwater Capital invested $3 million more.
StableGains' 15% yield product attracted $42 million in deposits. StableGains kept most of its deposits in Anchor's UST pool earning 19-20% APY, kept one-quarter of the interest as a management fee, and then gave customers their promised 15% APY. It lost almost all customer funds when UST melted down. It changed withdrawal times, hurting customers.
- StableGains said de-pegging was unlikely. According to its website, 1 UST can be bought and sold for $1 of LUNA. LUNA became worthless, and Terra shut down its blockchain.
- It promised to diversify assets across several stablecoins to reduce the risk of one losing its $1 peg, but instead kept almost all of them in one basket.
- StableGains promised withdrawals in three business days, even if a stablecoin needed time to regain its peg. StableGains uses Coinbase for deposits and withdrawals, and customers receive the exact amount of USDC requested.
StableGains scrubs its website squeaky clean
StableGains later edited its website to say it only uses the "most trusted and tested stablecoins" and extended withdrawal times from three days to indefinite time "in extreme cases."
Previously, USDC, TerraUST (UST), and Dai were used (DAI). StableGains changed UST-related website content after the meltdown. It also removed most references to DAI.
Customers noticed a new clause in the Terms and Conditions denying StableGains liability for withdrawal losses. This new clause would have required customers to agree not to sue before withdrawing funds, avoiding a class-action lawsuit.
Customers must sign a waiver to receive a refund.
Erickson Kramer & Osborne law firm has asked StableGains to preserve all internal documents on customer accounts, marketing, and TerraUSD communications. The firm has not yet filed a lawsuit.
Thousands of StableGains customers lost an estimated $42 million.
Celsius Network customers also affected
CEL used Terra LUNA's Anchor Protocol. Celsius users lost money in the crypto market crash and UST meltdown. Many held CEL and LUNA as yielding deposits.
CEO Alex Mashinsky accused "unknown malefactors" of targeting Celsius Network without evidence. Celsius has not publicly investigated this claim as of this article's publication.
CEL fell before UST de-pegged. On June 2, 2021, it reached $8.01. May 19's close: $0.82.
When some Celsius Network users threatened to leave over token losses, Mashinsky replied, "Leave if you don't think I'm sincere and working harder than you, seven days a week."
Celsius Network withdrew $500 million from Anchor Protocol, but smaller holders had trouble.
Read original article here

Matt Ward
3 years ago
Is Web3 nonsense?
Crypto and blockchain have rebranded as web3. They probably thought it sounded better and didn't want the baggage of scam ICOs, STOs, and skirted securities laws.
It was like Facebook becoming Meta. Crypto's biggest players wanted to change public (and regulator) perception away from pump-and-dump schemes.
After the 2018 ICO gold rush, it's understandable. Every project that raised millions (or billions) never shipped a meaningful product.
Like many crazes, charlatans took the money and ran.
Despite its grifter past, web3 is THE hot topic today as more founders, venture firms, and larger institutions look to build the future decentralized internet.
Supposedly.
How often have you heard: This will change the world, fix the internet, and give people power?
Why are most of web3's biggest proponents (and beneficiaries) the same rich, powerful players who built and invested in the modern internet? It's like they want to remake and own the internet.
Something seems off about that.
Why are insiders getting preferential presale terms before the public, allowing early investors and proponents to flip dirt cheap tokens and advisors shares almost immediately after the public sale?
It's a good gig with guaranteed markups, no risk or progress.
If it sounds like insider trading, it is, at least practically. This is clear when people talk about blockchain/web3 launches and tokens.
Fast money, quick flips, and guaranteed markups/returns are common.
Incentives-wise, it's hard to blame them. Who can blame someone for following the rules to win? Is it their fault or regulators' for not leveling the playing field?
It's similar to oil companies polluting for profit, Instagram depressing you into buying a new dress, or pharma pushing an unnecessary pill.
All of that is fair game, at least until we change the playbook, because people (and corporations) change for pain or love. Who doesn't love money?
belief based on money gain
Sinclair:
“It is difficult to get a man to understand something when his salary depends upon his not understanding it.”
Bitcoin, blockchain, and web3 analogies?
Most blockchain and web3 proponents are true believers, not cynical capitalists. They believe blockchain's inherent transparency and permissionless trust allow humanity to evolve beyond our reptilian ways and build a better decentralized and democratic world.
They highlight issues with the modern internet and monopoly players like Google, Facebook, and Apple. Decentralization fixes everything
If we could give power back to the people and get governments/corporations/individuals out of the way, we'd fix everything.
Blockchain solves supply chain and child labor issues in China.
To meet Paris climate goals, reduce emissions. Create a carbon token.
Fixing online hatred and polarization Web3 Twitter and Facebook replacement.
Web3 must just be the answer for everything… your “perfect” silver bullet.
Nothing fits everyone. Blockchain has pros and cons like everything else.
Blockchain's viral, ponzi-like nature has an MLM (mid level marketing) feel. If you bought Taylor Swift's NFT, your investment is tied to her popularity.
Probably makes you promote Swift more. Play music loudly.
Here's another example:
Imagine if Jehovah’s Witnesses (or evangelical preachers…) got paid for every single person they converted to their cause.
It becomes a self-fulfilling prophecy as their faith and wealth grow.
Which breeds extremism? Ultra-Orthodox Jews are an example. maximalists
Bitcoin and blockchain are causes, religions. It's a money-making movement and ideal.
We're good at convincing ourselves of things we want to believe, hence filter bubbles.
I ignore anything that doesn't fit my worldview and seek out like-minded people, which algorithms amplify.
Then what?
Is web3 merely a new scam?
No, never!
Blockchain has many crucial uses.
Sending money home/abroad without bank fees;
Like fleeing a war-torn country and converting savings to Bitcoin;
Like preventing Twitter from silencing dissidents.
Permissionless, trustless databases could benefit society and humanity. There are, however, many limitations.
Lost password?
What if you're cheated?
What if Trump/Putin/your favorite dictator incites a coup d'état?
What-ifs abound. Decentralization's openness brings good and bad.
No gatekeepers or firefighters to rescue you.
ISIS's fundraising is also frictionless.
Community-owned apps with bad interfaces and service.
Trade-offs rule.
So what compromises does web3 make?
What are your trade-offs? Decentralization has many strengths and flaws. Like Bitcoin's wasteful proof-of-work or Ethereum's political/wealth-based proof-of-stake.
To ensure the survival and veracity of the network/blockchain and to safeguard its nodes, extreme measures have been designed/put in place to prevent hostile takeovers aimed at altering the blockchain, i.e., adding money to your own wallet (account), etc.
These protective measures require significant resources and pose challenges. Reduced speed and throughput, high gas fees (cost to submit/write a transaction to the blockchain), and delayed development times, not to mention forked blockchain chains oops, web3 projects.
Protecting dissidents or rogue regimes makes sense. You need safety, privacy, and calm.
First-world life?
What if you assumed EVERYONE you saw was out to rob/attack you? You'd never travel, trust anyone, accomplish much, or live fully. The economy would collapse.
It's like an ant colony where half the ants do nothing but wait to be attacked.
Waste of time and money.
11% of the US budget goes to the military. Imagine what we could do with the $766B+ we spend on what-ifs annually.
Is so much hypothetical security needed?
Blockchain and web3 are similar.
Does your app need permissionless decentralization? Does your scooter-sharing company really need a proof-of-stake system and 1000s of nodes to avoid Russian hackers? Why?
Worst-case scenario? It's not life or death, unless you overstate the what-ifs. Web3 proponents find improbable scenarios to justify decentralization and tokenization.
Do I need a token to prove ownership of my painting? Unless I'm a master thief, I probably bought it.
despite losing the receipt.
I do, however, love Web 3.
Enough Web3 bashing for now. Understand? Decentralization isn't perfect, but it has huge potential when applied to the right problems.
I see many of the right problems as disrupting big tech's ruthless monopolies. I wrote several years ago about how tokenized blockchains could be used to break big tech's stranglehold on platforms, marketplaces, and social media.
Tokenomics schemes can be used for good and are powerful. Here’s how.
Before the ICO boom, I made a series of predictions about blockchain/crypto's future. It's still true.
Here's where I was then and where I see web3 going:
My 11 Big & Bold Predictions for Blockchain
In the near future, people may wear crypto cash rings or bracelets.
While some governments repress cryptocurrency, others will start to embrace it.
Blockchain will fundamentally alter voting and governance, resulting in a more open election process.
Money freedom will lead to a more geographically open world where people will be more able to leave when there is unrest.
Blockchain will make record keeping significantly easier, eliminating the need for a significant portion of government workers whose sole responsibility is paperwork.
Overrated are smart contracts.
6. Tokens will replace company stocks.
7. Blockchain increases real estate's liquidity, value, and volatility.
8. Healthcare may be most affected.
9. Crypto could end privacy and lead to Minority Report.
10. New companies with network effects will displace incumbents.
11. Soon, people will wear rings or bracelets with crypto cash.
Some have already happened, while others are still possible.
Time will tell if they happen.
And finally:
What will web3 be?
Who will be in charge?
Closing remarks
Hope you enjoyed this web3 dive. There's much more to say, but that's for another day.
We're writing history as we go.
Tech regulation, mergers, Bitcoin surge How will history remember us?
What about web3 and blockchain?
Is this a revolution or a tulip craze?
Remember, actions speak louder than words (share them in the comments).
Your turn.

Ren & Heinrich
3 years ago
200 DeFi Projects were examined. Here is what I learned.
I analyze the top 200 DeFi crypto projects in this article.
This isn't a study. The findings benefit crypto investors.
Let’s go!
A set of data
I analyzed data from defillama.com. In my analysis, I used the top 200 DeFis by TVL in October 2022.
Total Locked Value
The chart below shows platform-specific locked value.
14 platforms had $1B+ TVL. 65 platforms have $100M-$1B TVL. The remaining 121 platforms had TVLs below $100 million, with the lowest being $23 million.
TVLs are distributed Pareto. Top 40% of DeFis account for 80% of TVLs.
Compliant Blockchains
Ethereum's blockchain leads DeFi. 96 of the examined projects offer services on Ethereum. Behind BSC, Polygon, and Avalanche.
Five platforms used 10+ blockchains. 36 between 2-10 159 used 1 blockchain.
Use Cases for DeFi
The chart below shows platform use cases. Each platform has decentralized exchanges, liquid staking, yield farming, and lending.
These use cases are DefiLlama's main platform features.
Which use case costs the most? Chart explains. Collateralized debt, liquid staking, dexes, and lending have high TVLs.
The DeFi Industry
I compared three high-TVL platforms (Maker DAO, Balancer, AAVE). The columns show monthly TVL and token price changes. The graph shows monthly Bitcoin price changes.
Each platform's market moves similarly.
Probably because most DeFi deposits are cryptocurrencies. Since individual currencies are highly correlated with Bitcoin, it's not surprising that they move in unison.
Takeaways
This analysis shows that the most common DeFi services (decentralized exchanges, liquid staking, yield farming, and lending) also have the highest average locked value.
Some projects run on one or two blockchains, while others use 15 or 20. Our analysis shows that a project's blockchain count has no correlation with its success.
It's hard to tell if certain use cases are rising. Bitcoin's price heavily affects the entire DeFi market.
TVL seems to be a good indicator of a DeFi platform's success and quality. Higher TVL platforms are cheaper. They're a better long-term investment because they gain or lose less value than DeFis with lower TVLs.
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Glorin Santhosh
3 years ago
In his final days, Steve Jobs sent an email to himself. What It Said Was This
An email capturing Steve Jobs's philosophy.
Steve Jobs may have been the most inspired and driven entrepreneur.
He worked on projects because he wanted to leave a legacy.
Steve Jobs' final email to himself encapsulated his philosophy.
After his death from pancreatic cancer in October 2011, Laurene Powell Jobs released the email. He was 56.
Read: Steve Jobs by Walter Isaacson (#BestSeller)
The Email:
September 2010 Steve Jobs email:
“I grow little of the food I eat, and of the little I do grow, I do not breed or perfect the seeds.” “I do not make my own clothing. I speak a language I did not invent or refine,” he continued. “I did not discover the mathematics I use… I am moved by music I did not create myself.”
Jobs ended his email by reflecting on how others created everything he uses.
He wrote:
“When I needed medical attention, I was helpless to help myself survive.”
The Apple co-founder concluded by praising humanity.
“I did not invent the transistor, the microprocessor, object-oriented programming, or most of the technology I work with. I love and admire my species, living and dead, and am totally dependent on them for my life and well-being,” he concluded.
The email was made public as a part of the Steve Jobs Archive, a website that was launched in tribute to his legacy.
Steve Jobs' widow founded the internet archive. Apple CEO Tim Cook and former design leader Jony Ive were prominent guests.
Steve Jobs has always inspired because he shows how even the best can be improved.
High expectations were always there, and they were consistently met.
We miss him because he was one of the few with lifelong enthusiasm and persona.

Nikhil Vemu
3 years ago
7 Mac Tips You Never Knew You Needed
Unleash the power of the Option key ⌥
#1 Open a link in the Private tab first.
Previously, if I needed to open a Safari link in a private window, I would:
copied the URL with the right click command,
choose File > New Private Window to open a private window, and
clicked return after pasting the URL.
I've found a more straightforward way.
Right-clicking a link shows this, right?
Hold option (⌥) for:
Click Open Link in New Private Window while holding.
Finished!
#2. Instead of searching for specific characters, try this
You may use unicode for business or school. Most people Google them when they need them.
That is lengthy!
You can type some special characters just by pressing ⌥ and a key.
For instance
• ⌥+2 -> ™ (Trademark)
• ⌥+0 -> ° (Degree)
• ⌥+G -> © (Copyright)
• ⌥+= -> ≠ (Not equal to)
• ⌥+< -> ≤ (Less than or equal to)
• ⌥+> -> ≥ (Greater then or equal to)
• ⌥+/ -> ÷ (Different symbol for division)#3 Activate Do Not Disturb silently.
Do Not Disturb when sharing my screen is awkward for me (because people may think Im trying to hide some secret notifications).
Here's another method.
Hold ⌥ and click on Time (at the extreme right on the menu-bar).
Now, DND is activated (secretly!). To turn it off, do it again.
Note: This works only for DND focus.#4. Resize a window starting from its center
Although this is rarely useful, it is still a hidden trick.
When you resize a window, the opposite edge or corner is used as the pivot, right?
However, if you want to resize it with its center as the pivot, hold while doing so.
#5. Yes, Cut-Paste is available on Macs as well (though it is slightly different).
I call it copy-move rather than cut-paste. This is how it works.
Carry it out.
Choose a file (by clicking on it), then copy it (⌘+C).
Go to a new location on your Mac. Do you use ⌘+V to paste it? However, to move it, press ⌘+⌥+V.
This removes the file from its original location and copies it here. And it works exactly like cut-and-paste on Windows.
#6. Instantly expand all folders
Set your Mac's folders to List view.
Assume you have one folder with multiple subfolders, each of which contains multiple files. And you wanted to look at every single file that was over there.
How would you do?
You're used to clicking the ⌄ glyph near the folder and each subfolder to expand them all, right? Instead, hold down ⌥ while clicking ⌄ on the parent folder.
This is what happens next.
Everything expands.
View/Copy a file's path as an added bonus
If you want to see the path of a file in Finder, select it and hold ⌥, and you'll see it at the bottom for a moment.
To copy its path, right-click on the folder and hold down ⌥ to see this
Click on Copy <"folder name"> as Pathname to do it.
#7 "Save As"
I was irritated by the lack of "Save As" in Pages when I first got a Mac (after 15 years of being a Windows guy).
It was necessary for me to save the file as a new file, in a different location, with a different name, or both.
Unfortunately, I couldn't do it on a Mac.
However, I recently discovered that it appears when you hold ⌥ when in the File menu.
Yay!

Farhad Malik
3 years ago
How This Python Script Makes Me Money Every Day
Starting a passive income stream with data science and programming
My website is fresh. But how do I monetize it?
Creating a passive-income website is difficult. Advertise first. But what useful are ads without traffic?
Let’s Generate Traffic And Put Our Programming Skills To Use
SEO boosts traffic (Search Engine Optimisation). Traffic generation is complex. Keywords matter more than text, URL, photos, etc.
My Python skills helped here. I wanted to find relevant, Google-trending keywords (tags) for my topic.
First The Code
I wrote the script below here.
import re
from string import punctuation
import nltk
from nltk import TreebankWordTokenizer, sent_tokenize
from nltk.corpus import stopwords
class KeywordsGenerator:
def __init__(self, pytrends):
self._pytrends = pytrends
def generate_tags(self, file_path, top_words=30):
file_text = self._get_file_contents(file_path)
clean_text = self._remove_noise(file_text)
top_words = self._get_top_words(clean_text, top_words)
suggestions = []
for top_word in top_words:
suggestions.extend(self.get_suggestions(top_word))
suggestions.extend(top_words)
tags = self._clean_tokens(suggestions)
return ",".join(list(set(tags)))
def _remove_noise(self, text):
#1. Convert Text To Lowercase and remove numbers
lower_case_text = str.lower(text)
just_text = re.sub(r'\d+', '', lower_case_text)
#2. Tokenise Paragraphs To words
list = sent_tokenize(just_text)
tokenizer = TreebankWordTokenizer()
tokens = tokenizer.tokenize(just_text)
#3. Clean text
clean = self._clean_tokens(tokens)
return clean
def _clean_tokens(self, tokens):
clean_words = [w for w in tokens if w not in punctuation]
stopwords_to_remove = stopwords.words('english')
clean = [w for w in clean_words if w not in stopwords_to_remove and not w.isnumeric()]
return clean
def get_suggestions(self, keyword):
print(f'Searching pytrends for {keyword}')
result = []
self._pytrends.build_payload([keyword], cat=0, timeframe='today 12-m')
data = self._pytrends.related_queries()[keyword]['top']
if data is None or data.values is None:
return result
result.extend([x[0] for x in data.values.tolist()][:2])
return result
def _get_file_contents(self, file_path):
return open(file_path, "r", encoding='utf-8',errors='ignore').read()
def _get_top_words(self, words, top):
counts = dict()
for word in words:
if word in counts:
counts[word] += 1
else:
counts[word] = 1
return list({k: v for k, v in sorted(counts.items(), key=lambda item: item[1])}.keys())[:top]
if __name__ == "1__main__":
from pytrends.request import TrendReq
nltk.download('punkt')
nltk.download('stopwords')
pytrends = TrendReq(hl='en-GB', tz=360)
tags = KeywordsGenerator(pytrends)\
.generate_tags('text_file.txt')
print(tags)Then The Dependencies
This script requires:
nltk==3.7
pytrends==4.8.0Analysis of the Script
I copy and paste my article into text file.txt, and the code returns the keywords as a comma-separated string.
To achieve this:
A class I made is called KeywordsGenerator.
This class has a function:
generate_tagsThe function
generate_tagsperforms the following tasks:
retrieves text file contents
uses NLP to clean the text by tokenizing sentences into words, removing punctuation, and other elements.
identifies the most frequent words that are relevant.
The
pytrendsAPI is then used to retrieve related phrases that are trending for each word from Google.finally adds a comma to the end of the word list.
4. I then use the keywords and paste them into the SEO area of my website.
These terms are trending on Google and relevant to my topic. My site's rankings and traffic have improved since I added new keywords. This little script puts our knowledge to work. I shared the script in case anyone faces similar issues.
I hope it helps readers sell their work.
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