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
Scott Hickmann
4 years ago
Welcome
Welcome to Integrity's Web3 community!

Marco Manoppo
3 years ago
Failures of DCG and Genesis
Don't sleep with your own sister.
70% of lottery winners go broke within five years. You've heard the last one. People who got rich quickly without setbacks and hard work often lose it all. My father said, "Easy money is easily lost," and a wealthy friend who owns a family office said, "The first generation makes it, the second generation spends it, and the third generation blows it."
This is evident. Corrupt politicians in developing countries live lavishly, buying their third wives' fifth Hermès bag and celebrating New Year's at The Brando Resort. A successful businessperson from humble beginnings is more conservative with money. More so if they're atom-based, not bit-based. They value money.
Crypto can "feel" easy. I have nothing against capital market investing. The global financial system is shady, but that's another topic. The problem started when those who took advantage of easy money started affecting other businesses. VCs did minimal due diligence on FTX because they needed deal flow and returns for their LPs. Lenders did minimum diligence and underwrote ludicrous loans to 3AC because they needed revenue.
Alameda (hence FTX) and 3AC made "easy money" Genesis and DCG aren't. Their businesses are more conventional, but they underestimated how "easy money" can hurt them.
Genesis has been the victim of easy money hubris and insolvency, losing $1 billion+ to 3AC and $200M to FTX. We discuss the implications for the broader crypto market.
Here are the quick takeaways:
Genesis is one of the largest and most notable crypto lenders and prime brokerage firms.
DCG and Genesis have done related party transactions, which can be done right but is a bad practice.
Genesis owes DCG $1.5 billion+.
If DCG unwinds Grayscale's GBTC, $9-10 billion in BTC will hit the market.
DCG will survive Genesis.
What happened?
Let's recap the FTX shenanigan from two weeks ago. Shenanigans! Delphi's tweet sums up the craziness. Genesis has $175M in FTX.
Cred's timeline: I hate bad crisis management. Yes, admitting their balance sheet hole right away might've sparked more panic, and there's no easy way to convey your trouble, but no one ever learns.
By November 23, rumors circulated online that the problem could affect Genesis' parent company, DCG. To address this, Barry Silbert, Founder, and CEO of DCG released a statement to shareholders.
A few things are confirmed thanks to this statement.
DCG owes $1.5 billion+ to Genesis.
$500M is due in 6 months, and the rest is due in 2032 (yes, that’s not a typo).
Unless Barry raises new cash, his last-ditch efforts to repay the money will likely push the crypto market lower.
Half a year of GBTC fees is approximately $100M.
They can pay $500M with GBTC.
With profits, sell another port.
Genesis has hired a restructuring adviser, indicating it is in trouble.
Rehypothecation
Every crypto problem in the past year seems to be rehypothecation between related parties, excessive leverage, hubris, and the removal of the money printer. The Bankless guys provided a chart showing 2021 crypto yield.
In June 2022, @DataFinnovation published a great investigation about 3AC and DCG. Here's a summary.
3AC borrowed BTC from Genesis and pledged it to create Grayscale's GBTC shares.
3AC uses GBTC to borrow more money from Genesis.
This lets 3AC leverage their capital.
3AC's strategy made sense because GBTC had a premium, creating "free money."
GBTC's discount and LUNA's implosion caused problems.
3AC lost its loan money in LUNA.
Margin called on 3ACs' GBTC collateral.
DCG bought GBTC to avoid a systemic collapse and a larger discount.
Genesis lost too much money because 3AC can't pay back its loan. DCG "saved" Genesis, but the FTX collapse hurt Genesis further, forcing DCG and Genesis to seek external funding.
bruh…
Learning Experience
Co-borrowing. Unnecessary rehypothecation. Extra space. Governance disaster. Greed, hubris. Crypto has repeatedly shown it can recreate traditional financial system disasters quickly. Working in crypto is one of the best ways to learn crazy financial tricks people will do for a quick buck much faster than if you dabble in traditional finance.
Moving Forward
I think the crypto industry needs to consider its future. This is especially true for professionals. I'm not trying to scare you. In 2018 and 2020, I had doubts. No doubts now. Detailing the crypto industry's potential outcomes helped me gain certainty and confidence in its future. This includes VCs' benefits and talking points during the bull market, as well as what would happen if government regulations became hostile, etc. Even if that happens, I'm certain. This is permanent. I may write a post about that soon.
Sincerely,
M.

Shan Vernekar
3 years ago
How the Ethereum blockchain's transactions are carried out
Overview
Ethereum blockchain is a network of nodes that validate transactions. Any network node can be queried for blockchain data for free. To write data as a transition requires processing and writing to each network node's storage. Fee is paid in ether and is also called as gas.
We'll examine how user-initiated transactions flow across the network and into the blockchain.
Flow of transactions
A user wishes to move some ether from one external account to another. He utilizes a cryptocurrency wallet for this (like Metamask), which is a browser extension.
The user enters the desired transfer amount and the external account's address. He has the option to choose the transaction cost he is ready to pay.
Wallet makes use of this data, signs it with the user's private key, and writes it to an Ethereum node. Services such as Infura offer APIs that enable writing data to nodes. One of these services is used by Metamask. An example transaction is shown below. Notice the “to” address and value fields.
var rawTxn = {
nonce: web3.toHex(txnCount),
gasPrice: web3.toHex(100000000000),
gasLimit: web3.toHex(140000),
to: '0x633296baebc20f33ac2e1c1b105d7cd1f6a0718b',
value: web3.toHex(0),
data: '0xcc9ab24952616d6100000000000000000000000000000000000000000000000000000000'
};The transaction is written to the target Ethereum node's local TRANSACTION POOL. It informed surrounding nodes of the new transaction, and those nodes reciprocated. Eventually, this transaction is received by and written to each node's local TRANSACTION pool.
The miner who finds the following block first adds pending transactions (with a higher gas cost) from the nearby TRANSACTION POOL to the block.
The transactions written to the new block are verified by other network nodes.
A block is added to the main blockchain after there is consensus and it is determined to be genuine. The local blockchain is updated with the new node by additional nodes as well.
Block mining begins again next.
The image above shows how transactions go via the network and what's needed to submit them to the main block chain.
References
ethereum.org/transactions How Ethereum transactions function, their data structure, and how to send them via app. ethereum.org
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The Mystique
3 years ago
Four Shocking Dark Web Incidents that Should Make You Avoid It
Dark Web activity? Is it as horrible as they say?
We peruse our phones for hours. Internet has improved our worldview.
However, the world's harshest realities remain buried on the internet and unattainable by everyone.
Browsers cannot access the Dark Web. Browse it with high-security authentication and exclusive access. There are compelling reasons to avoid the dark web at all costs.
1. The Dark Web and I
Darius wrote My Dark Web Story on reddit two years ago. The user claimed to have shared his dark web experience. DaRealEddyYT wanted to surf the dark web after hearing several stories.
He curiously downloaded Tor Browser, which provides anonymity and security.
In the Dark Room, bound
As Darius logged in, a text popped up: “Want a surprise? Click on this link.”
The link opened to a room with a chair. Only one light source illuminated the room. The chair held a female tied.
As the screen read "Let the game begin," a man entered the room and was paid in bitcoins to torment the girl.
The man dragged and tortured the woman.
A danger to safety
Leaving so soon, Darius, disgusted Darius tried to leave the stream. The anonymous user then sent Darius his personal information, including his address, which frightened him because he didn't know Tor was insecure.
After deleting the app, his phone camera was compromised.
He also stated that he left his residence and returned to find it unlocked and a letter saying, Thought we wouldn't find you? Reddit never updated the story.
The story may have been a fake, but a much scarier true story about the dark side of the internet exists.
2. The Silk Road Market
The dark web is restricted for a reason. The dark web has everything illicit imaginable. It's awful central.
The dark web has everything, from organ sales to drug trafficking to money laundering to human trafficking. Illegal drugs, pirated software, credit card, bank, and personal information can be found in seconds.
The dark web has reserved websites like Google. The Silk Road Website, which operated from 2011 to 2013, was a leading digital black market.
The FBI grew obsessed with site founder and processor Ross William Ulbricht.
The site became a criminal organization as money laundering and black enterprises increased. Bitcoin was utilized for credit card payment.
The FBI was close to arresting the site's administrator. Ross was detained after the agency closed Silk Road in 2013.
Two years later, in 2015, he was convicted and sentenced to two consecutive life terms and forty years. He appealed in 2016 but was denied, thus he is currently serving time.
The hefty sentence was for more than running a black marketing site. He was also convicted of murder-for-hire, earning about $730,000 in a short time.
3. Person-buying auctions
Bidding on individuals is another weird internet activity. After a Milan photo shoot, 20-year-old British model Chloe Ayling was kidnapped.
An ad agency in Milan made a bogus offer to shoot with the mother of a two-year-old boy. Four men gave her anesthetic and put her in a duffel bag when she arrived.
She was held captive for several days, and her images and $300,000 price were posted on the dark web. Black Death Trafficking Group kidnapped her to sell her for sex.
She was told two black death foot warriors abducted her. The captors released her when they found she was a mother because mothers were less desirable to sex slave buyers.
In July 2018, Lukasz Pawel Herba was arrested and sentenced to 16 years and nine months in prison. Being a young mother saved Chloe from creepy bidding.
However, it exceeds expectations of how many more would be in such danger daily without their knowledge.
4. Organ sales
Many are unaware of dark web organ sales. Patients who cannot acquire organs often turn to dark web brokers.
Brokers handle all transactions between donors and customers.
Bitcoins are used for dark web transactions, and the Tor server permits personal data on the web.
The WHO reports approximately 10,000 unlawful organ transplants annually. The black web sells kidneys, hearts, even eyes.
To protect our lives and privacy, we should manage our curiosity and never look up dangerous stuff.
While it's fascinating and appealing to know what's going on in the world we don't know about, it's best to prioritize our well-being because one never knows how bad it might get.
Sources
Scott Hickmann
3 years ago Draft
This is a draft
My wallpape

Sneaker News
3 years ago
This Month Will See The Release Of Travis Scott x Nike Footwear
Following the catastrophes at Astroworld, Travis Scott was swiftly vilified by both media outlets and fans alike, and the names who had previously supported him were quickly abandoned. Nike, on the other hand, remained silent, only delaying the release of La Flame's planned collaborations, such as the Air Max 1 and Air Trainer 1, indefinitely. While some may believe it is too soon for the artist to return to the spotlight, the Swoosh has other ideas, as Nice Kicks reveals that these exact sneakers will be released in May.
Both the Travis Scott x Nike Air Max 1 and the Travis Scott x Nike Air Trainer 1 are set to come in two colorways this month. Tinker Hatfield's renowned runner will meet La Flame's "Baroque Brown" and "Saturn Gold" make-ups, which have been altered with backwards Swooshes and outdoors-themed webbing. The high-top trainer is being customized with Hatfield's "Wheat" and "Grey Haze" palettes, both of which include zippers across the heel, co-branded patches, and other details.
See below for a closer look at the four footwear. TravisScott.com is expected to release the shoes on May 20th, according to Nice Kicks. Following that, on May 27th, Nike SNKRS will release the shoe.
Travis Scott x Nike Air Max 1 "Baroque Brown"
Release Date: 2022
Color: Baroque Brown/Lemon Drop/Wheat/Chile Red
Mens: $160
Style Code: DO9392-200
Pre-School: $85
Style Code: DN4169-200
Infant & Toddler: $70
Style Code: DN4170-200
Travis Scott x Nike Air Max 1 "Saturn Gold"
Release Date: 2022
Color: N/A
Mens: $160
Style Code: DO9392-700
Travis Scott x Nike Air Trainer 1 "Wheat"
Restock Date: May 27th, 2022 (Friday)
Original Release Date: May 20th, 2022 (Friday)
Color: N/A
Mens: $140
Style Code: DR7515-200
Travis Scott x Nike Air Trainer 1 "Grey Haze"
Restock Date: May 27th, 2022 (Friday)
Original Release Date: May 20th, 2022 (Friday)
Color: N/A
Mens: $140
Style Code: DR7515-001
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