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

Dylan Smyth
3 years ago
10 Ways to Make Money Online in 2022
As a tech-savvy person (and software engineer) or just a casual technology user, I'm sure you've had this same question countless times: How do I make money online? and how do I make money with my PC/Mac?
You're in luck! Today, I will list the top 5 easiest ways to make money online. Maybe a top ten in the future? Top 5 tips for 2022.
1. Using the gig economy
There are many websites on the internet that allow you to earn extra money using skills and equipment that you already own.
I'm referring to the gig economy. It's a great way to earn a steady passive income from the comfort of your own home. For some sites, premium subscriptions are available to increase sales and access features like bidding on more proposals.
Some of these are:
- Freelancer
- Upwork
- Fiverr (⭐ my personal favorite)
- TaskRabbit
2. Mineprize
MINEPRIZE is a great way to make money online. What's more, You need not do anything! You earn money by lending your idle CPU power to MINEPRIZE.
To register with MINEPRIZE, all you need is an email address and a password. Let MINEPRIZE use your resources, and watch the money roll in! You can earn up to $100 per month by letting your computer calculate. That's insane.
3. Writing
“O Romeo, Romeo, why art thou Romeo?” Okay, I admit that not all writing is Shakespearean. To be a copywriter, you'll need to be fluent in English. Thankfully, we don't have to use typewriters anymore.
Writing is a skill that can earn you a lot of money (claps for the rhyme).
Here are a few ways you can make money typing on your fancy keyboard:
Self-publish a book
Write scripts for video creators
Write for social media
Book-checking
Content marketing help
What a list within a list!
4. Coding
Yes, kids. You've probably coded before if you understand
You've probably coded before if you understand
print("hello world");
Computational thinking (or coding) is one of the most lucrative ways to earn extra money, or even as a main source of income.
Of course, there are hardcode coders (like me) who write everything line by line, binary di — okay, that last part is a bit exaggerated.
But you can also make money by writing websites or apps or creating low code or no code platforms.
But you can also make money by writing websites or apps or creating low code or no code platforms.
Some low-code platforms
Sheet : spreadsheets to apps :
Loading... We'll install your new app... No-Code Your team can create apps and automate tasks. Agile…
www.appsheet.com
Low-code platform | Business app creator - Zoho Creator
Work is going digital, and businesses of all sizes must adapt quickly. Zoho Creator is a...
www.zoho.com
Sell your data with TrueSource. NO CODE NEEDED
Upload data, configure your product, and earn in minutes.
www.truesource.io
Cool, huh?
5. Created Content
If we use the internet correctly, we can gain unfathomable wealth and extra money. But this one is a bit more difficult. Unlike some of the other items on this list, it takes a lot of time up front.
I'm referring to sites like YouTube and Medium. It's a great way to earn money both passively and actively. With the likes of Jake- and Logan Paul, PewDiePie (a.k.a. Felix Kjellberg) and others, it's never too late to become a millionaire on YouTube. YouTubers are always rising to the top with great content.
6. NFTs and Cryptocurrency
It is now possible to amass large sums of money by buying and selling digital assets on NFTs and cryptocurrency exchanges. Binance's Initial Game Offer rewards early investors who produce the best results.
One awesome game sold a piece of its plot for US$7.2 million! It's Axie Infinity. It's free and available on Google Play and Apple Store.
7. Affiliate Marketing
Affiliate marketing is a form of advertising where businesses pay others (like bloggers) to promote their goods and services. Here's an example. I write a blog (like this one) and post an affiliate link to an item I recommend buying — say, a camera — and if you buy the camera, I get a commission!
These programs pay well:
- Elementor
- AWeber
- Sendinblue
- ConvertKit\sLeadpages
- GetResponse
- SEMRush\sFiverr
- Pabbly
8. Start a blog
Now, if you're a writer or just really passionate about something or a niche, blogging could potentially monetize that passion!
Create a blog about anything you can think of. It's okay to start right here on Medium, as I did.
9. Dropshipping
And I mean that in the best possible way — drop shopping is ridiculously easy to set up, but difficult to maintain for some.
Luckily, Shopify has made setting up an online store a breeze. Drop-shipping from Alibaba and DHGate is quite common. You've got a winner if you can find a local distributor willing to let you drop ship their product!
10. Set up an Online Course
If you have a skill and can articulate it, online education is for you.
Skillshare, Pluralsight, and Coursera have all made inroads in recent years, upskilling people with courses that YOU can create and earn from.
That's it for today! Please share if you liked this post. If not, well —

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

Nitin Sharma
2 years ago
Web3 Terminology You Should Know
The easiest online explanation.
Web3 is growing. Crypto companies are growing.
Instagram, Adidas, and Stripe adopted cryptocurrency.
Bitcoin and other cryptocurrencies made web3 famous.
Most don't know where to start. Cryptocurrency, DeFi, etc. are investments.
Since we don't understand web3, I'll help you today.
Let’s go.
1. Web3
It is the third generation of the web, and it is built on the decentralization idea which means no one can control it.
There are static webpages that we can only read on the first generation of the web (i.e. Web 1.0).
Web 2.0 websites are interactive. Twitter, Medium, and YouTube.
Each generation controlled the website owner. Simply put, the owner can block us. However, data breaches and selling user data to other companies are issues.
They can influence the audience's mind since they have control.
Assume Twitter's CEO endorses Donald Trump. Result? Twitter would have promoted Donald Trump with tweets and graphics, enhancing his chances of winning.
We need a decentralized, uncontrollable system.
And then there’s Web3.0 to consider. As Bitcoin and Ethereum values climb, so has its popularity. Web3.0 is uncontrolled web evolution. It's good and bad.
Dapps, DeFi, and DAOs are here. It'll all be explained afterwards.
2. Cryptocurrencies:
No need to elaborate.
Bitcoin, Ethereum, Cardano, and Dogecoin are cryptocurrencies. It's digital money used for payments and other uses.
Programs must interact with cryptocurrencies.
3. Blockchain:
Blockchain facilitates bitcoin transactions, investments, and earnings.
This technology governs Web3. It underpins the web3 environment.
Let us delve much deeper.
Blockchain is simple. However, the name expresses the meaning.
Blockchain is a chain of blocks.
Let's use an image if you don't understand.
The graphic above explains blockchain. Think Blockchain. The block stores related data.
Here's more.
4. Smart contracts
Programmers and developers must write programs. Smart contracts are these blockchain apps.
That’s reasonable.
Decentralized web3.0 requires immutable smart contracts or programs.
5. NFTs
Blockchain art is NFT. Non-Fungible Tokens.
Explaining Non-Fungible Token may help.
Two sorts of tokens:
These tokens are fungible, meaning they can be changed. Think of Bitcoin or cash. The token won't change if you sell one Bitcoin and acquire another.
Non-Fungible Token: Since these tokens cannot be exchanged, they are exclusive. For instance, music, painting, and so forth.
Right now, Companies and even individuals are currently developing worthless NFTs.
The concept of NFTs is much improved when properly handled.
6. Dapp
Decentralized apps are Dapps. Instagram, Twitter, and Medium apps in the same way that there is a lot of decentralized blockchain app.
Curve, Yearn Finance, OpenSea, Axie Infinity, etc. are dapps.
7. DAOs
DAOs are member-owned and governed.
Consider it a company with a core group of contributors.
8. DeFi
We all utilize centrally regulated financial services. We fund these banks.
If you have $10,000 in your bank account, the bank can invest it and retain the majority of the profits.
We only get a penny back. Some banks offer poor returns. To secure a loan, we must trust the bank, divulge our information, and fill out lots of paperwork.
DeFi was built for such issues.
Decentralized banks are uncontrolled. Staking, liquidity, yield farming, and more can earn you money.
Web3 beginners should start with these resources.
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Merve Yılmaz
3 years ago
Dopamine detox
This post is for you if you can't read or study for 5 minutes.
If you clicked this post, you may be experiencing problems focusing on tasks. A few minutes of reading may tire you. Easily distracted? Using social media and video games for hours without being sidetracked may impair your dopamine system.
When we achieve a goal, the brain secretes dopamine. It might be as simple as drinking water or as crucial as college admission. Situations vary. Various events require different amounts.
Dopamine is released when we start learning but declines over time. Social media algorithms provide new material continually, making us happy. Social media use slows down the system. We can't continue without an award. We return to social media and dopamine rewards.
Mice were given a button that released dopamine into their brains to study the hormone. The mice lost their hunger, thirst, and libido and kept pressing the button. Think this is like someone who spends all day gaming or on Instagram?
When we cause our brain to release so much dopamine, the brain tries to balance it in 2 ways:
1- Decreases dopamine production
2- Dopamine cannot reach its target.
Too many quick joys aren't enough. We'll want more joys. Drugs and alcohol are similar. Initially, a beer will get you drunk. After a while, 3-4 beers will get you drunk.
Social media is continually changing. Updates to these platforms keep us interested. When social media conditions us, we can't read a book.
Same here. I used to complete a book in a day and work longer without distraction. Now I'm addicted to Instagram. Daily, I spend 2 hours on social media. This must change. My life needs improvement. So I started the 50-day challenge.
I've compiled three dopamine-related methods.
Recommendations:
Day-long dopamine detox
First, take a day off from all your favorite things. Social media, gaming, music, junk food, fast food, smoking, alcohol, friends. Take a break.
Hanging out with friends or listening to music may seem pointless. Our minds are polluted. One day away from our pleasures can refresh us.
2. One-week dopamine detox by selecting
Choose one or more things to avoid. Social media, gaming, music, junk food, fast food, smoking, alcohol, friends. Try a week without Instagram or Twitter. I use this occasionally.
One week all together
One solid detox week. It's the hardest program. First or second options are best for dopamine detox. Time will help you.
You can walk, read, or pray during a dopamine detox. Many options exist. If you want to succeed, you must avoid instant gratification. Success after hard work is priceless.

Pat Vieljeux
3 years ago
In 5 minutes, you can tell if a startup will succeed.
Or the “lie to me” method.

I can predict a startup's success in minutes.
Just interview its founder.
Ask "why?"
I question "why" till I sense him.
I need to feel the person I have in front of me. I need to know if he or she can deliver. Startups aren't easy. Without abilities, a brilliant idea will fail.
Good entrepreneurs have these qualities: He's a leader, determined, and resilient.
For me, they can be split in two categories.
The first entrepreneur aspires to live meaningfully. The second wants to get rich. The second is communicative. He wants to wow the crowd. He's motivated by the thought of one day sailing a boat past palm trees and sunny beaches.
What drives the first entrepreneur is evident in his speech, face, and voice. He will not speak about his product. He's (nearly) uninterested. He's not selling anything. He's not a salesman. He wants to succeed. The product is his fuel.
He'll explain his decision. He'll share his motivations. His desire. And he'll use meaningful words.
Paul Ekman has shown that face expressions aren't cultural. His study influenced the American TV series "lie to me" about body language and speech.
Passionate entrepreneurs are obvious. It's palpable. Faking passion is tough. Someone who wants your favor and money will expose his actual motives through his expressions and language.
The good liar will be able to fool you for a while, but not for long if you pay attention to his body language and how he expresses himself.
And also, if you look at his business plan.
His business plan reveals his goals. Read between the lines.
Entrepreneur 1 will focus on his "why", whereas Entrepreneur 2 will focus on the "how".
Entrepreneur 1 will develop a vision-driven culture.
The second, on the other hand, will focus on his EBITDA.
Why is the culture so critical? Because it will allow entrepreneur 1 to develop a solid team that can tackle his problems and trials. His team's "why" will keep them together in tough times.
"Give me a terrific start-up team with a mediocre idea over a weak one any day." Because a great team knows when to pivot and trusts each other. Weak teams fail.” — Bernhard Schroeder
Closings thoughts
Every VC must ask Why. Entrepreneur's motivations. This "why" will create the team's culture. This culture will help the team adjust to any setback.

The woman
3 years ago
Why Google's Hiring Process is Brilliant for Top Tech Talent
Without a degree and experience, you can get a high-paying tech job.
Most organizations follow this hiring rule: you chat with HR, interview with your future boss and other senior managers, and they make the final hiring choice.
If you've ever applied for a job, you know how arduous it can be. A newly snapped photo and a glossy resume template can wear you out. Applying to Google can change this experience.
According to an Universum report, Google is one of the world's most coveted employers. It's not simply the search giant's name and reputation that attract candidates, but its role requirements or lack thereof.
Candidates no longer need a beautiful resume, cover letter, Ivy League laurels, or years of direct experience. The company requires no degree or experience.
Elon Musk started it. He employed the two-hands test to uncover talented non-graduates. The billionaire eliminated the requirement for experience.
Google is deconstructing traditional employment with programs like the Google Project Management Degree, a free online and self-paced professional credential course.
Google's hiring is interesting. After its certification course, applicants can work in project management. Instead of academic degrees and experience, the company analyzes coursework.
Google finds the best project managers and technical staff in exchange. Google uses three strategies to find top talent.
Chase down the innovators
Google eliminates restrictions like education, experience, and others to find the polar bear amid the snowfall. Google's free project management education makes project manager responsibilities accessible to everyone.
Many jobs don't require a degree. Overlooking individuals without a degree can make it difficult to locate a candidate who can provide value to a firm.
Firsthand knowledge follows the same rule. A lack of past information might be an employer's benefit. This is true for creative teams or businesses that prefer to innovate.
Or when corporations conduct differently from the competition. No-experience candidates can offer fresh perspectives. Fast Company reports that people with no sales experience beat those with 10 to 15 years of experience.
Give the aptitude test first priority.
Google wants the best candidates. Google wouldn't be able to receive more applications if it couldn't screen them for fit. Its well-organized online training program can be utilized as a portfolio.
Google learns a lot about an applicant through completed assignments. It reveals their ability, leadership style, communication capability, etc. The course mimics the job to assess candidates' suitability.
Basic screening questions might provide information to compare candidates. Any size small business can use screening questions and test projects to evaluate prospective employees.
Effective training for employees
Businesses must train employees regardless of their hiring purpose. Formal education and prior experience don't guarantee success. Maintaining your employees' professional knowledge gaps is key to their productivity and happiness. Top-notch training can do that. Learning and development are key to employee engagement, says Bob Nelson, author of 1,001 Ways to Engage Employees.
Google's online certification program isn't available everywhere. Improving the recruiting process means emphasizing aptitude over experience and a degree. Instead of employing new personnel and having them work the way their former firm trained them, train them how you want them to function.
If you want to know more about Google’s recruiting process, we recommend you watch the movie “Internship.”
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