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

Jeff Scallop
2 years ago
The Age of Decentralized Capitalism and DeFi
DeCap is DeFi's killer app.
“Software is eating the world.” Marc Andreesen, venture capitalist
DeFi. Imagine a blockchain-based alternative financial system that offers the same products and services as traditional finance, but with more variety, faster, more secure, lower cost, and simpler access.
Decentralised finance (DeFi) is a marketplace without gatekeepers or central authority managing the flow of money, where customers engage directly with smart contracts running on a blockchain.
DeFi grew exponentially in 2020/21, with Total Value Locked (an inadequate estimate for market size) topping at $100 billion. After that, it crashed.
The accumulation of funds by individuals with high discretionary income during the epidemic, the novelty of crypto trading, and the high yields given (5% APY for stablecoins on established platforms to 100%+ for risky assets) are among the primary elements explaining this exponential increase.
No longer your older brothers DeFi
Since transactions are anonymous, borrowers had to overcollateralize DeFi 1.0. To borrow $100 in stablecoins, you must deposit $150 in ETH. DeFi 1.0's business strategy raises two problems.
Why does DeFi offer interest rates that are higher than those of the conventional financial system?;
Why would somebody put down more cash than they intended to borrow?
Maxed out on their own resources, investors took loans to acquire more crypto; the demand for those loans raised DeFi yields, which kept crypto prices increasing; as crypto prices rose, investors made a return on their positions, allowing them to deposit more money and borrow more crypto.
This is a bull market game. DeFi 1.0's overcollateralization speculation is dead. Cryptocrash sank it.
The “speculation by overcollateralisation” world of DeFi 1.0 is dead
At a JP Morgan digital assets conference, institutional investors were more interested in DeFi than crypto or fintech. To me, that shows DeFi 2.0's institutional future.
DeFi 2.0 protocols must handle KYC/AML, tax compliance, market abuse, and cybersecurity problems to be institutional-ready.
Stablecoins gaining market share under benign regulation and more CBDCs coming online in the next couple of years could help DeFi 2.0 separate from crypto volatility.
DeFi 2.0 will have a better footing to finally decouple from crypto volatility
Then we can transition from speculation through overcollateralization to DeFi's genuine comparative advantages: cheaper transaction costs, near-instant settlement, more efficient price discovery, faster time-to-market for financial innovation, and a superior audit trail.
Akin to Amazon for financial goods
Amazon decimated brick-and-mortar shops by offering millions of things online, warehouses by keeping just-in-time inventory, and back-offices by automating invoicing and payments. Software devoured retail. DeFi will eat banking with software.
DeFi is the Amazon for financial items that will replace fintech. Even the most advanced internet brokers offer only 100 currency pairings and limited bonds, equities, and ETFs.
Old banks settlement systems and inefficient, hard-to-upgrade outdated software harm them. For advanced gamers, it's like driving an F1 vehicle on dirt.
It is like driving a F1 car on a dirt road, for the most sophisticated players
Central bankers throughout the world know how expensive and difficult it is to handle cross-border payments using the US dollar as the reserve currency, which is vulnerable to the economic cycle and geopolitical tensions.
Decentralization is the only method to deliver 24h global financial markets. DeFi 2.0 lets you buy and sell startup shares like Google or Tesla. VC funds will trade like mutual funds. Or create a bundle coverage for your car, house, and NFTs. Defi 2.0 consumes banking and creates Global Wall Street.
Defi 2.0 is how software eats banking and delivers the global Wall Street
Decentralized Capitalism is Emerging
90% of markets are digital. 10% is hardest to digitalize. That's money creation, ID, and asset tokenization.
90% of financial markets are already digital. The only problem is that the 10% left is the hardest to digitalize
Debt helped Athens construct a powerful navy that secured trade routes. Bonds financed the Renaissance's wars and supply chains. Equity fueled industrial growth. FX drove globalization's payments system. DeFi's plans:
If the 20th century was a conflict between governments and markets over economic drivers, the 21st century will be between centralized and decentralized corporate structures.
Offices vs. telecommuting. China vs. onshoring/friendshoring. Oil & gas vs. diverse energy matrix. National vs. multilateral policymaking. DAOs vs. corporations Fiat vs. crypto. TradFi vs.
An age where the network effects of the sharing economy will overtake the gains of scale of the monopolistic competition economy
This is the dawn of Decentralized Capitalism (or DeCap), an age where the network effects of the sharing economy will reach a tipping point and surpass the scale gains of the monopolistic competition economy, further eliminating inefficiencies and creating a more robust economy through better data and automation. DeFi 2.0 enables this.
DeFi needs to pay the piper now.
DeCap won't be Web3.0's Shangri-La, though. That's too much for an ailing Atlas. When push comes to shove, DeFi folks want to survive and fight another day for the revolution. If feasible, make a tidy profit.
Decentralization wasn't meant to circumvent regulation. It circumvents censorship. On-ramp, off-ramp measures (control DeFi's entry and exit points, not what happens in between) sound like a good compromise for DeFi 2.0.
The sooner authorities realize that DeFi regulation is made ex-ante by writing code and constructing smart contracts with rules, the faster DeFi 2.0 will become the more efficient and safe financial marketplace.
More crucially, we must boost system liquidity. DeFi's financial stability risks are downplayed. DeFi must improve its liquidity management if it's to become mainstream, just as banks rely on capital constraints.
This reveals the complex and, frankly, inadequate governance arrangements for DeFi protocols. They redistribute control from tokenholders to developers, which is bad governance regardless of the economic model.
But crypto can only ride the existing banking system for so long before forming its own economy. DeFi will upgrade web2.0's financial rails till then.

mbvissers.eth
3 years ago
Why does every smart contract seem to implement ERC165?
ERC165 (or EIP-165) is a standard utilized by various open-source smart contracts like Open Zeppelin or Aavegotchi.
What's it? You must implement? Why do we need it? I'll describe the standard and answer any queries.
What is ERC165
ERC165 detects and publishes smart contract interfaces. Meaning? It standardizes how interfaces are recognized, how to detect if they implement ERC165, and how a contract publishes the interfaces it implements. How does it work?
Why use ERC165? Sometimes it's useful to know which interfaces a contract implements, and which version.
Identifying interfaces
An interface function's selector. This verifies an ABI function. XORing all function selectors defines an interface in this standard. The following code demonstrates.
// SPDX-License-Identifier: UNLICENCED
pragma solidity >=0.8.0 <0.9.0;
interface Solidity101 {
function hello() external pure;
function world(int) external pure;
}
contract Selector {
function calculateSelector() public pure returns (bytes4) {
Solidity101 i;
return i.hello.selector ^ i.world.selector;
// Returns 0xc6be8b58
}
function getHelloSelector() public pure returns (bytes4) {
Solidity101 i;
return i.hello.selector;
// Returns 0x19ff1d21
}
function getWorldSelector() public pure returns (bytes4) {
Solidity101 i;
return i.world.selector;
// Returns 0xdf419679
}
}This code isn't necessary to understand function selectors and how an interface's selector can be determined from the functions it implements.
Run that sample in Remix to see how interface function modifications affect contract function output.
Contracts publish their implemented interfaces.
We can identify interfaces. Now we must disclose the interfaces we're implementing. First, import IERC165 like so.
pragma solidity ^0.4.20;
interface ERC165 {
/// @notice Query if a contract implements an interface
/// @param interfaceID The interface identifier, as specified in ERC-165
/// @dev Interface identification is specified in ERC-165.
/// @return `true` if the contract implements `interfaceID` and
/// `interfaceID` is not 0xffffffff, `false` otherwise
function supportsInterface(bytes4 interfaceID) external view returns (bool);
}We still need to build this interface in our smart contract. ERC721 from OpenZeppelin is a good example.
// SPDX-License-Identifier: MIT
// OpenZeppelin Contracts (last updated v4.5.0) (token/ERC721/ERC721.sol)
pragma solidity ^0.8.0;
import "./IERC721.sol";
import "./extensions/IERC721Metadata.sol";
import "../../utils/introspection/ERC165.sol";
// ...
contract ERC721 is Context, ERC165, IERC721, IERC721Metadata {
// ...
function supportsInterface(bytes4 interfaceId) public view virtual override(ERC165, IERC165) returns (bool) {
return
interfaceId == type(IERC721).interfaceId ||
interfaceId == type(IERC721Metadata).interfaceId ||
super.supportsInterface(interfaceId);
}
// ...
}I deleted unnecessary code. The smart contract imports ERC165, IERC721 and IERC721Metadata. The is keyword at smart contract declaration implements all three.
Kind (interface).
Note that type(interface).interfaceId returns the same as the interface selector.
We override supportsInterface in the smart contract to return a boolean that checks if interfaceId is the same as one of the implemented contracts.
Super.supportsInterface() calls ERC165 code. Checks if interfaceId is IERC165.
function supportsInterface(bytes4 interfaceId) public view virtual override returns (bool) {
return interfaceId == type(IERC165).interfaceId;
}So, if we run supportsInterface with an interfaceId, our contract function returns true if it's implemented and false otherwise. True for IERC721, IERC721Metadata, andIERC165.
Conclusion
I hope this post has helped you understand and use ERC165 and why it's employed.
Have a great day, thanks for reading!

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.
You might also like

Gajus Kuizinas
3 years ago
How a few lines of code were able to eliminate a few million queries from the database
I was entering tens of millions of records per hour when I first published Slonik PostgreSQL client for Node.js. The data being entered was usually flat, making it straightforward to use INSERT INTO ... SELECT * FROM unnset() pattern. I advocated the unnest approach for inserting rows in groups (that was part I).
However, today I’ve found a better way: jsonb_to_recordset.
jsonb_to_recordsetexpands the top-level JSON array of objects to a set of rows having the composite type defined by an AS clause.
jsonb_to_recordset allows us to query and insert records from arbitrary JSON, like unnest. Since we're giving JSON to PostgreSQL instead of unnest, the final format is more expressive and powerful.
SELECT *
FROM json_to_recordset('[{"name":"John","tags":["foo","bar"]},{"name":"Jane","tags":["baz"]}]')
AS t1(name text, tags text[]);
name | tags
------+-----------
John | {foo,bar}
Jane | {baz}
(2 rows)Let’s demonstrate how you would use it to insert data.
Inserting data using json_to_recordset
Say you need to insert a list of people with attributes into the database.
const persons = [
{
name: 'John',
tags: ['foo', 'bar']
},
{
name: 'Jane',
tags: ['baz']
}
];You may be tempted to traverse through the array and insert each record separately, e.g.
for (const person of persons) {
await pool.query(sql`
INSERT INTO person (name, tags)
VALUES (
${person.name},
${sql.array(person.tags, 'text[]')}
)
`);
}It's easier to read and grasp when working with a few records. If you're like me and troubleshoot a 2M+ insert query per day, batching inserts may be beneficial.
What prompted the search for better alternatives.
Inserting using unnest pattern might look like this:
await pool.query(sql`
INSERT INTO public.person (name, tags)
SELECT t1.name, t1.tags::text[]
FROM unnest(
${sql.array(['John', 'Jane'], 'text')},
${sql.array(['{foo,bar}', '{baz}'], 'text')}
) AS t1.(name, tags);
`);You must convert arrays into PostgreSQL array strings and provide them as text arguments, which is unsightly. Iterating the array to create slices for each column is likewise unattractive.
However, with jsonb_to_recordset, we can:
await pool.query(sql`
INSERT INTO person (name, tags)
SELECT *
FROM jsonb_to_recordset(${sql.jsonb(persons)}) AS t(name text, tags text[])
`);In contrast to the unnest approach, using jsonb_to_recordset we can easily insert complex nested data structures, and we can pass the original JSON document to the query without needing to manipulate it.
In terms of performance they are also exactly the same. As such, my current recommendation is to prefer jsonb_to_recordset whenever inserting lots of rows or nested data structures.
Vanessa Karel
3 years ago
10 hard lessons from founding a startup.
Here is the ugly stuff, read this if you have a founder in your life or are trying to become one. Your call.
#1 You'll try to talk yourself to sleep, but it won't always work.
As founders, we're all driven. Good and bad, you're restless. Success requires resistance and discipline. Your startup will be on your mind 24/7, and not everyone will have the patience to listen to your worries, ideas, and coffee runs. You become more self-sufficient than ever before.
#2 No one will understand what you're going through unless they've been a founder.
Some of my closest friends don't understand the work that goes into starting a business, and we can't blame them.
#3 You'll feel alienated.
Your problems aren't common; calling your bestie won't help. You must search hard for the right resources. It alienates you from conversations you no longer relate to. (No 4th of July, no long weekends!)
#4 Since you're your "own boss," people assume you have lots of free time.
Do you agree? I was on a webinar with lots of new entrepreneurs, and one woman said, "I started my own business so I could have more time for myself." This may be true for some lucky people, and you can be flexible with your schedule. If you want your business to succeed, you'll probably be its slave for a while.
#5 No time for illness or family emergencies.
Both last month. Oh, no! Physically and emotionally withdrawing at the worst times will give you perspective. I learned this the hard way because I was too stubborn to postpone an important interview. I thought if I rested all day and only took one call, I'd be fine. Nope. I had a fever and my mind wasn't as sharp, so my performance and audience interaction suffered. Nope. Better to delay than miss out.
Oh, and setting a "OoO" makes you cringe.
#6 Good luck with your mental health, perfectionists.
When building a startup, it's difficult to accept that there won't be enough time to do everything. You can't make them all, not perfectly. You must learn to accept things that are done but not perfect.
#7 As a founder, you'll make mistakes, but you'll want to make them quickly so you can learn.
Hard lessons are learned quicker. You'll need to pivot and try new things often; some won't work, and it's best to discover them sooner rather than later.
#8 Pyramid schemes abound.
I didn't realize how bad it was until I started a company. You must spy and constantly research. As a founder, you'll receive many emails from people claiming to "support" you. Be wary and keep your eyes open. When it's too good to be true. Some "companies" will try to get you to pay for "competitions" to "pitch at events." Don't do it.
#9 Keep your competitor research to a minimum.
Actually, competition is good. It means there's a market for those solutions. However, this can be mentally exhausting too. Learn about their geography and updates, but that's it.
#10 You'll feel guilty taking vacation.
I don't know what to say, but I no longer enjoy watching TV, and that's okay. Pay attention to things that enrich you, bring you joy, and have fun. It boosts creativity.
Being a startup founder may be one of the hardest professional challenges you face, but it's also a great learning experience. Your passion will take you places you never imagined and open doors to opportunities you wouldn't have otherwise. You'll meet amazing people. No regrets, no complaints. It's a roller coaster, but the good days are great.
Miss anything? Comment below

Sam Warain
3 years ago
The Brilliant Idea Behind Kim Kardashian's New Private Equity Fund
Kim Kardashian created Skky Partners. Consumer products, internet & e-commerce, consumer media, hospitality, and luxury are company targets.
Some call this another Kardashian publicity gimmick.
This maneuver is brilliance upon closer inspection. Why?
1) Kim has amassed a sizable social media fan base:
Over 320 million Instagram and 70 million Twitter users follow Kim Kardashian.
Kim Kardashian's Instagram account ranks 8th. Three Kardashians in top 10 is ridiculous.
This gives her access to consumer data. She knows what people are discussing. Investment firms need this data.
Quality, not quantity, of her followers matters. Studies suggest that her following are more engaged than Selena Gomez and Beyonce's.
Kim's followers are worth roughly $500 million to her brand, according to a research. They trust her and buy what she recommends.
2) She has a special aptitude for identifying trends.
Kim Kardashian can sense trends.
She's always ahead of fashion and beauty trends. She's always trying new things, too. She doesn't mind making mistakes when trying anything new. Her desire to experiment makes her a good business prospector.
Kim has also created a lifestyle brand that followers love. Kim is an entrepreneur, mom, and role model, not just a reality TV star or model. She's established a brand around her appearance, so people want to buy her things.
Her fragrance collection has sold over $100 million since its 2009 introduction, and her Sears apparel line did over $200 million in its first year.
SKIMS is her latest $3.2bn brand. She can establish multibillion-dollar firms with her enormous distribution platform.
Early founders would kill for Kim Kardashian's network.
Making great products is hard, but distribution is more difficult. — David Sacks, All-in-Podcast
3) She can delegate the financial choices to Jay Sammons, one of the greatest in the industry.
Jay Sammons is well-suited to develop Kim Kardashian's new private equity fund.
Sammons has 16 years of consumer investing experience at Carlyle. This will help Kardashian invest in consumer-facing enterprises.
Sammons has invested in Supreme and Beats Electronics, both of which have grown significantly. Sammons' track record and competence make him the obvious choice.
Kim Kardashian and Jay Sammons have joined forces to create a new business endeavor. The agreement will increase Kardashian's commercial empire. Sammons can leverage one of the world's most famous celebrities.
“Together we hope to leverage our complementary expertise to build the next generation consumer and media private equity firm” — Kim Kardashian
Kim Kardashian is a successful businesswoman. She developed an empire by leveraging social media to connect with fans. By developing a global lifestyle brand, she has sold things and experiences that have made her one of the world's richest celebrities.
She's a shrewd entrepreneur who knows how to maximize on herself and her image.
Imagine how much interest Kim K will bring to private equity and venture capital.
I'm curious about the company's growth.
:max_bytes(150000):strip_icc():gifv():format(webp)/reiff_headshot-5bfc2a60c9e77c00519a70bd.jpg)