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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
The Verge
3 years ago
Bored Ape Yacht Club creator raises $450 million at a $4 billion valuation.
Yuga Labs, owner of three of the biggest NFT brands on the market, announced today a $450 million funding round. The money will be used to create a media empire based on NFTs, starting with games and a metaverse project.
The team's Otherside metaverse project is an MMORPG meant to connect the larger NFT universe. They want to create “an interoperable world” that is “gamified” and “completely decentralized,” says Wylie Aronow, aka Gordon Goner, co-founder of Bored Ape Yacht Club. “We think the real Ready Player One experience will be player run.”
Just a few weeks ago, Yuga Labs announced the acquisition of CryptoPunks and Meebits from Larva Labs. The deal brought together three of the most valuable NFT collections, giving Yuga Labs more IP to work with when developing games and metaverses. Last week, ApeCoin was launched as a cryptocurrency that will be governed independently and used in Yuga Labs properties.
Otherside will be developed by “a few different game studios,” says Yuga Labs CEO Nicole Muniz. The company plans to create development tools that allow NFTs from other projects to work inside their world. “We're welcoming everyone into a walled garden.”
However, Yuga Labs believes that other companies are approaching metaverse projects incorrectly, allowing the startup to stand out. People won't bond spending time in a virtual space with nothing going on, says Yuga Labs co-founder Greg Solano, aka Gargamel. Instead, he says, people bond when forced to work together.
In order to avoid getting smacked, Solano advises making friends. “We don't think a Zoom chat and walking around saying ‘hi' creates a deep social experience.” Yuga Labs refused to provide a release date for Otherside. Later this year, a play-to-win game is planned.
The funding round was led by Andreessen Horowitz, a major investor in the Web3 space. It previously backed OpenSea and Coinbase. Animoca Brands, Coinbase, and MoonPay are among those who have invested. Andreessen Horowitz general partner Chris Lyons will join Yuga Labs' board. The Financial Times broke the story last month.
"META IS A DOMINANT DIGITAL EXPERIENCE PROVIDER IN A DYSTOPIAN FUTURE."
This emerging [Web3] ecosystem is important to me, as it is to companies like Meta,” Chris Dixon, head of Andreessen Horowitz's crypto arm, tells The Verge. “In a dystopian future, Meta is the dominant digital experience provider, and it controls all the money and power.” (Andreessen Horowitz co-founder Marc Andreessen sits on Meta's board and invested early in Facebook.)
Yuga Labs has been profitable so far. According to a leaked pitch deck, the company made $137 million last year, primarily from its NFT brands, with a 95% profit margin. (Yuga Labs declined to comment on deck figures.)
But the company has built little so far. According to OpenSea data, it has only released one game for a limited time. That means Yuga Labs gets hundreds of millions of dollars to build a gaming company from scratch, based on a hugely lucrative art project.
Investors fund Yuga Labs based on its success. That's what they did, says Dixon, “they created a culture phenomenon”. But ultimately, the company is betting on the same thing that so many others are: that a metaverse project will be the next big thing. Now they must construct it.
rekt
4 years ago
LCX is the latest CEX to have suffered a private key exploit.
The attack began around 10:30 PM +UTC on January 8th.
Peckshield spotted it first, then an official announcement came shortly after.
We’ve said it before; if established companies holding millions of dollars of users’ funds can’t manage their own hot wallet security, what purpose do they serve?
The Unique Selling Proposition (USP) of centralised finance grows smaller by the day.
The official incident report states that 7.94M USD were stolen in total, and that deposits and withdrawals to the platform have been paused.
LCX hot wallet: 0x4631018f63d5e31680fb53c11c9e1b11f1503e6f
Hacker’s wallet: 0x165402279f2c081c54b00f0e08812f3fd4560a05
Stolen funds:
- 162.68 ETH (502,671 USD)
- 3,437,783.23 USDC (3,437,783 USD)
- 761,236.94 EURe (864,840 USD)
- 101,249.71 SAND Token (485,995 USD)
- 1,847.65 LINK (48,557 USD)
- 17,251,192.30 LCX Token (2,466,558 USD)
- 669.00 QNT (115,609 USD)
- 4,819.74 ENJ (10,890 USD)
- 4.76 MKR (9,885 USD)
**~$1M worth of $LCX remains in the address, along with 611k EURe which has been frozen by Monerium.
The rest, a total of 1891 ETH (~$6M) was sent to Tornado Cash.**
Why can’t they keep private keys private?
Is it really that difficult for a traditional corporate structure to maintain good practice?
CeFi hacks leave us with little to say - we can only go on what the team chooses to tell us.
Next time, they can write this article themselves.
See below for a template.
TheRedKnight
3 years ago
Say goodbye to Ponzi yields - A new era of decentralized perpetual
Decentralized perpetual may be the next crypto market boom; with tons of perpetual popping up, let's look at two protocols that offer organic, non-inflationary yields.
Decentralized derivatives exchanges' market share has increased tenfold in a year, but it's still 2% of CEXs'. DEXs have a long way to go before they can compete with centralized exchanges in speed, liquidity, user experience, and composability.
I'll cover gains.trade and GMX protocol in Polygon, Avalanche, and Arbitrum. Both protocols support leveraged perpetual crypto, stock, and Forex trading.
Why these protocols?
Decentralized GMX Gains protocol
Organic yield: path to sustainability
I've never trusted Defi's non-organic yields. Example: XYZ protocol. 20–75% of tokens may be set aside as farming rewards to provide liquidity, according to tokenomics.
Say you provide ETH-USDC liquidity. They advertise a 50% APR reward for this pair, 10% from trading fees and 40% from farming rewards. Only 10% is real, the rest is "Ponzi." The "real" reward is in protocol tokens.
Why keep this token? Governance voting or staking rewards are promoted services.
Most liquidity providers expect compensation for unused tokens. Basic psychological principles then? — Profit.
Nobody wants governance tokens. How many out of 100 care about the protocol's direction and will vote?
Staking increases your token's value. Currently, they're mostly non-liquid. If the protocol is compromised, you can't withdraw funds. Most people are sceptical of staking because of this.
"Free tokens," lack of use cases, and skepticism lead to tokens moving south. No farming reward protocols have lasted.
It may have shown strength in a bull market, but what about a bear market?
What is decentralized perpetual?
A perpetual contract is a type of futures contract that doesn't expire. So one can hold a position forever.
You can buy/sell any leveraged instruments (Long-Short) without expiration.
In centralized exchanges like Binance and coinbase, fees and revenue (liquidation) go to the exchanges, not users.
Users can provide liquidity that traders can use to leverage trade, and the revenue goes to liquidity providers.
Gains.trade and GMX protocol are perpetual trading platforms with a non-inflationary organic yield for liquidity providers.
GMX protocol
GMX is an Arbitrum and Avax protocol that rewards in ETH and Avax. GLP uses a fast oracle to borrow the "true price" from other trading venues, unlike a traditional AMM.
GLP and GMX are protocol tokens. GLP is used for leveraged trading, swapping, etc.
GLP is a basket of tokens, including ETH, BTC, AVAX, stablecoins, and UNI, LINK, and Stablecoins.
GLP composition on arbitrum
GLP composition on Avalanche
GLP token rebalances based on usage, providing liquidity without loss.
Protocol "runs" on Staking GLP. Depending on their chain, the protocol will reward users with ETH or AVAX. Current rewards are 22 percent (15.71 percent in ETH and the rest in escrowed GMX) and 21 percent (15.72 percent in AVAX and the rest in escrowed GMX). escGMX and ETH/AVAX percentages fluctuate.
Where is the yield coming from?
Swap fees, perpetual interest, and liquidations generate yield. 70% of fees go to GLP stakers, 30% to GMX. Organic yields aren't paid in inflationary farm tokens.
Escrowed GMX is vested GMX that unlocks in 365 days. To fully unlock GMX, you must farm the Escrowed GMX token for 365 days. That means less selling pressure for the GMX token.
GMX's status
These are the fees in Arbitrum in the past 11 months by GMX.
GMX works like a casino, which increases fees. Most fees come from Margin trading, which means most traders lose money; this money goes to the casino, or GLP stakers.
Strategies
My personal strategy is to DCA into GLP when markets hit bottom and stake it; GLP will be less volatile with extra staking rewards.
GLP YoY return vs. naked buying
Let's say I invested $10,000 in BTC, AVAX, and ETH in January.
BTC price: 47665$
ETH price: 3760$
AVAX price: $145
Current prices
BTC $21,000 (Down 56 percent )
ETH $1233 (Down 67.2 percent )
AVAX $20.36 (Down 85.95 percent )
Your $10,000 investment is now worth around $3,000.
How about GLP? My initial investment is 50% stables and 50% other assets ( Assuming the coverage ratio for stables is 50 percent at that time)
Without GLP staking yield, your value is $6500.
Let's assume the average APR for GLP staking is 23%, or $1500. So 8000$ total. It's 50% safer than holding naked assets in a bear market.
In a bull market, naked assets are preferable to GLP.
Short farming using GLP
Simple GLP short farming.
You use a stable asset as collateral to borrow AVAX. Sell it and buy GLP. Even if GLP rises, it won't rise as fast as AVAX, so we can get yields.
Let's do the maths
You deposit $10,000 USDT in Aave and borrow Avax. Say you borrow $8,000; you sell it, buy GLP, and risk 20%.
After a year, ETH, AVAX, and BTC rise 20%. GLP is $8800. $800 vanishes. 20% yields $1600. You're profitable. Shorting Avax costs $1600. (Assumptions-ETH, AVAX, BTC move the same, GLP yield is 20%. GLP has a 50:50 stablecoin/others ratio. Aave won't liquidate
In naked Avax shorting, Avax falls 20% in a year. You'll make $1600. If you buy GLP and stake it using the sold Avax and BTC, ETH and Avax go down by 20% - your profit is 20%, but with the yield, your total gain is $2400.
Issues with GMX
GMX's historical funding rates are always net positive, so long always pays short. This makes long-term shorts less appealing.
Oracle price discovery isn't enough. This limitation doesn't affect Bitcoin and ETH, but it affects less liquid assets. Traders can buy and sell less liquid assets at a lower price than their actual cost as long as GMX exists.
As users must provide GLP liquidity, adding more assets to GMX will be difficult. Next iteration will have synthetic assets.
Gains Protocol
Best leveraged trading platform. Smart contract-based decentralized protocol. 46 crypto pairs can be leveraged 5–150x and 10 Forex pairs 5–1000x. $10 DAI @ 150x (min collateral x leverage pos size is $1500 DAI). No funding fees, no KYC, trade DAI from your wallet, keep funds.
DAI single-sided staking and the GNS-DAI pool are important parts of Gains trading. GNS-DAI stakers get 90% of trading fees and 100% swap fees. 10 percent of trading fees go to DAI stakers, which is currently 14 percent!
Trade volume
When a trader opens a trade, the leverage and profit are pulled from the DAI pool. If he loses, the protocol yield goes to the stakers.
If the trader's win rate is high and the DAI pool slowly depletes, the GNS token is minted and sold to refill DAI. Trader losses are used to burn GNS tokens. 25%+ of GNS is burned, making it deflationary.
Due to high leverage and volatility of crypto assets, most traders lose money and the protocol always wins, keeping GNS deflationary.
Gains uses a unique decentralized oracle for price feeds, which is better for leverage trading platforms. Let me explain.
Gains uses chainlink price oracles, not its own price feeds. Chainlink oracles only query centralized exchanges for price feeds every minute, which is unsuitable for high-precision trading.
Gains created a custom oracle that queries the eight chainlink nodes for the current price and, on average, for trade confirmation. This model eliminates every-second inquiries, which waste gas but are more efficient than chainlink's per-minute price.
This price oracle helps Gains open and close trades instantly, eliminate scam wicks, etc.
Other benefits include:
Stop-loss guarantee (open positions updated)
No scam wicks
Spot-pricing
Highest possible leverage
Fixed-spreads. During high volatility, a broker can increase the spread, which can hit your stop loss without the price moving.
Trade directly from your wallet and keep your funds.
>90% loss before liquidation (Some platforms liquidate as little as -50 percent)
KYC-free
Directly trade from wallet; keep funds safe
Further improvements
GNS-DAI liquidity providers fear the impermanent loss, so the protocol is migrating to its own liquidity and single staking GNS vaults. This allows users to stake GNS without permanent loss and obtain 90% DAI trading fees by staking. This starts in August.
Their upcoming improvements can be found here.
Gains constantly add new features and change pairs. It's an interesting protocol.
Conclusion
Next bull run, watch decentralized perpetual protocols. Effective tokenomics and non-inflationary yields may attract traders and liquidity providers. But still, there is a long way for them to develop, and I don't see them tackling the centralized exchanges any time soon until they fix their inherent problems and improve fast enough.
Read the full post here.
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Vishal Chawla
3 years ago
5 Bored Apes borrowed to claim $1.1 million in APE tokens
Takeaway
Unknown user took advantage of the ApeCoin airdrop to earn $1.1 million.
He used a flash loan to borrow five BAYC NFTs, claim the airdrop, and repay the NFTs.
Yuga Labs, the creators of BAYC, airdropped ApeCoin (APE) to anyone who owns one of their NFTs yesterday.
For the Bored Ape Yacht Club and Mutant Ape Yacht Club collections, the team allocated 150 million tokens, or 15% of the total ApeCoin supply, worth over $800 million. Each BAYC holder received 10,094 tokens worth $80,000 to $200,000.
But someone managed to claim the airdrop using NFTs they didn't own. They used the airdrop's specific features to carry it out. And it worked, earning them $1.1 million in ApeCoin.
The trick was that the ApeCoin airdrop wasn't based on who owned which Bored Ape at a given time. Instead, anyone with a Bored Ape at the time of the airdrop could claim it. So if you gave someone your Bored Ape and you hadn't claimed your tokens, they could claim them.
The person only needed to get hold of some Bored Apes that hadn't had their tokens claimed to claim the airdrop. They could be returned immediately.
So, what happened?
The person found a vault with five Bored Ape NFTs that hadn't been used to claim the airdrop.
A vault tokenizes an NFT or a group of NFTs. You put a bunch of NFTs in a vault and make a token. This token can then be staked for rewards or sold (representing part of the value of the collection of NFTs). Anyone with enough tokens can exchange them for NFTs.
This vault uses the NFTX protocol. In total, it contained five Bored Apes: #7594, #8214, #9915, #8167, and #4755. Nobody had claimed the airdrop because the NFTs were locked up in the vault and not controlled by anyone.
The person wanted to unlock the NFTs to claim the airdrop but didn't want to buy them outright s o they used a flash loan, a common tool for large DeFi hacks. Flash loans are a low-cost way to borrow large amounts of crypto that are repaid in the same transaction and block (meaning that the funds are never at risk of not being repaid).
With a flash loan of under $300,000 they bought a Bored Ape on NFT marketplace OpenSea. A large amount of the vault's token was then purchased, allowing them to redeem the five NFTs. The NFTs were used to claim the airdrop, before being returned, the tokens sold back, and the loan repaid.
During this process, they claimed 60,564 ApeCoin airdrops. They then sold them on Uniswap for 399 ETH ($1.1 million). Then they returned the Bored Ape NFT used as collateral to the same NFTX vault.
Attack or arbitrage?
However, security firm BlockSecTeam disagreed with many social media commentators. A flaw in the airdrop-claiming mechanism was exploited, it said.
According to BlockSecTeam's analysis, the user took advantage of a "vulnerability" in the airdrop.
"We suspect a hack due to a flaw in the airdrop mechanism. The attacker exploited this vulnerability to profit from the airdrop claim" said BlockSecTeam.
For example, the airdrop could have taken into account how long a person owned the NFT before claiming the reward.
Because Yuga Labs didn't take a snapshot, anyone could buy the NFT in real time and claim it. This is probably why BAYC sales exploded so soon after the airdrop announcement.
Julie Zhuo
2 years ago
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10-sketch explanation
Choosing Tasks
Bringing News
carrying out 1:1s
providing critique
Managing Turbulence
Sad NoCoiner
3 years ago
Two Key Money Principles You Should Understand But Were Never Taught
Prudence is advised. Be debt-free. Be frugal. Spend less.
This advice sounds nice, but it rarely works.
Most people never learn these two money rules. Both approaches will impact how you see personal finance.
It may safeguard you from inflation or the inability to preserve money.
Let’s dive in.
#1: Making long-term debt your ally
High-interest debt hurts consumers. Many credit cards carry 25% yearly interest (or more), so always pay on time. Otherwise, you’re losing money.
Some low-interest debt is good. Especially when buying an appreciating asset with borrowed money.
Inflation helps you.
If you borrow $800,000 at 3% interest and invest it at 7%, you'll make $32,000 (4%).
As money loses value, fixed payments get cheaper. Your assets' value and cash flow rise.
The never-in-debt crowd doesn't know this. They lose money paying off mortgages and low-interest loans early when they could have bought assets instead.
#2: How To Buy Or Build Assets To Make Inflation Irrelevant
Dozens of studies demonstrate actual wage growth is static; $2.50 in 1964 was equivalent to $22.65 now.
These reports never give solutions unless they're selling gold.
But there is one.
Assets beat inflation.
$100 invested into the S&P 500 would have an inflation-adjusted return of 17,739.30%.
Likewise, you can build assets from nothing. Doing is easy and quick. The returns can boost your income by 10% or more.
The people who obsess over inflation inadvertently make the problem worse for themselves. They wait for The Big Crash to buy assets. Or they moan about debt clocks and spending bills instead of seeking a solution.
Conclusion
Being ultra-prudent is like playing golf with a putter to avoid hitting the ball into the water. Sure, you might not slice a drive into the pond. But, you aren’t going to play well either. Or have very much fun.
Money has rules.
Avoiding debt or investment risks will limit your rewards. Long-term, being too cautious hurts your finances.
Disclaimer: This article is for entertainment purposes only. It is not financial advice, always do your own research.