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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
CyberPunkMetalHead
3 years ago
It's all about the ego with Terra 2.0.
UST depegs and LUNA crashes 99.999% in a fraction of the time it takes the Moon to orbit the Earth.
Fat Man, a Terra whistle-blower, promises to expose Do Kwon's dirty secrets and shady deals.
The Terra community has voted to relaunch Terra LUNA on a new blockchain. The Terra 2.0 Pheonix-1 blockchain went live on May 28, 2022, and people were airdropped the new LUNA, now called LUNA, while the old LUNA became LUNA Classic.
Does LUNA deserve another chance? To answer this, or at least start a conversation about the Terra 2.0 chain's advantages and limitations, we must assess its fundamentals, ideology, and long-term vision.
Whatever the result, our analysis must be thorough and ruthless. A failure of this magnitude cannot happen again, so we must magnify every potential breaking point by 10.
Will UST and LUNA holders be compensated in full?
The obvious. First, and arguably most important, is to restore previous UST and LUNA holders' bags.
Terra 2.0 has 1,000,000,000,000 tokens to distribute.
25% of a community pool
Holders of pre-attack LUNA: 35%
10% of aUST holders prior to attack
Holders of LUNA after an attack: 10%
UST holders as of the attack: 20%
Every LUNA and UST holder has been compensated according to the above proposal.
According to self-reported data, the new chain has 210.000.000 tokens and a $1.3bn marketcap. LUNC and UST alone lost $40bn. The new token must fill this gap. Since launch:
LUNA holders collectively own $1b worth of LUNA if we subtract the 25% community pool airdrop from the current market cap and assume airdropped LUNA was never sold.
At the current supply, the chain must grow 40 times to compensate holders. At the current supply, LUNA must reach $240.
LUNA needs a full-on Bull Market to make LUNC and UST holders whole.
Who knows if you'll be whole? From the time you bought to the amount and price, there are too many variables to determine if Terra can cover individual losses.
The above distribution doesn't consider individual cases. Terra didn't solve individual cases. It would have been huge.
What does LUNA offer in terms of value?
UST's marketcap peaked at $18bn, while LUNC's was $41bn. LUNC and UST drove the Terra chain's value.
After it was confirmed (again) that algorithmic stablecoins are bad, Terra 2.0 will no longer support them.
Algorithmic stablecoins contributed greatly to Terra's growth and value proposition. Terra 2.0 has no product without algorithmic stablecoins.
Terra 2.0 has an identity crisis because it has no actual product. It's like Volkswagen faking carbon emission results and then stopping car production.
A project that has already lost the trust of its users and nearly all of its value cannot survive without a clear and in-demand use case.
Do Kwon, how about him?
Oh, the Twitter-caller-poor? Who challenges crypto billionaires to break his LUNA chain? Who dissolved Terra Labs South Korea before depeg? Arrogant guy?
That's not a good image for LUNA, especially when making amends. I think he should step down and let a nicer person be Terra 2.0's frontman.
The verdict
Terra has a terrific community with an arrogant, unlikeable leader. The new LUNA chain must grow 40 times before it can start making up its losses, and even then, not everyone's losses will be covered.
I won't invest in Terra 2.0 or other algorithmic stablecoins in the near future. I won't be near any Do Kwon-related project within 100 miles. My opinion.
Can Terra 2.0 be saved? Comment below.
Vitalik
3 years ago
Fairness alternatives to selling below market clearing prices (or community sentiment, or fun)
When a seller has a limited supply of an item in high (or uncertain and possibly high) demand, they frequently set a price far below what "the market will bear." As a result, the item sells out quickly, with lucky buyers being those who tried to buy first. This has happened in the Ethereum ecosystem, particularly with NFT sales and token sales/ICOs. But this phenomenon is much older; concerts and restaurants frequently make similar choices, resulting in fast sell-outs or long lines.
Why do sellers do this? Economists have long wondered. A seller should sell at the market-clearing price if the amount buyers are willing to buy exactly equals the amount the seller has to sell. If the seller is unsure of the market-clearing price, they should sell at auction and let the market decide. So, if you want to sell something below market value, don't do it. It will hurt your sales and it will hurt your customers. The competitions created by non-price-based allocation mechanisms can sometimes have negative externalities that harm third parties, as we will see.
However, the prevalence of below-market-clearing pricing suggests that sellers do it for good reason. And indeed, as decades of research into this topic has shown, there often are. So, is it possible to achieve the same goals with less unfairness, inefficiency, and harm?
Selling at below market-clearing prices has large inefficiencies and negative externalities
An item that is sold at market value or at an auction allows someone who really wants it to pay the high price or bid high in the auction. So, if a seller sells an item below market value, some people will get it and others won't. But the mechanism deciding who gets the item isn't random, and it's not always well correlated with participant desire. It's not always about being the fastest at clicking buttons. Sometimes it means waking up at 2 a.m. (but 11 p.m. or even 2 p.m. elsewhere). Sometimes it's just a "auction by other means" that's more chaotic, less efficient, and has far more negative externalities.
There are many examples of this in the Ethereum ecosystem. Let's start with the 2017 ICO craze. For example, an ICO project would set the price of the token and a hard maximum for how many tokens they are willing to sell, and the sale would start automatically at some point in time. The sale ends when the cap is reached.
So what? In practice, these sales often ended in 30 seconds or less. Everyone would start sending transactions in as soon as (or just before) the sale started, offering higher and higher fees to encourage miners to include their transaction first. Instead of the token seller receiving revenue, miners receive it, and the sale prices out all other applications on-chain.
The most expensive transaction in the BAT sale set a fee of 580,000 gwei, paying a fee of $6,600 to get included in the sale.
Many ICOs after that tried various strategies to avoid these gas price auctions; one ICO notably had a smart contract that checked the transaction's gasprice and rejected it if it exceeded 50 gwei. But that didn't solve the issue. Buyers hoping to game the system sent many transactions hoping one would get through. An auction by another name, clogging the chain even more.
ICOs have recently lost popularity, but NFTs and NFT sales have risen in popularity. But the NFT space didn't learn from 2017; they do fixed-quantity sales just like ICOs (eg. see the mint function on lines 97-108 of this contract here). So what?
That's not the worst; some NFT sales have caused gas price spikes of up to 2000 gwei.
High gas prices from users fighting to get in first by sending higher and higher transaction fees. An auction renamed, pricing out all other applications on-chain for 15 minutes.
So why do sellers sometimes sell below market price?
Selling below market value is nothing new, and many articles, papers, and podcasts have written (and sometimes bitterly complained) about the unwillingness to use auctions or set prices to market-clearing levels.
Many of the arguments are the same for both blockchain (NFTs and ICOs) and non-blockchain examples (popular restaurants and concerts). Fairness and the desire not to exclude the poor, lose fans or create tension by being perceived as greedy are major concerns. The 1986 paper by Kahneman, Knetsch, and Thaler explains how fairness and greed can influence these decisions. I recall that the desire to avoid perceptions of greed was also a major factor in discouraging the use of auction-like mechanisms in 2017.
Aside from fairness concerns, there is the argument that selling out and long lines create a sense of popularity and prestige, making the product more appealing to others. Long lines should have the same effect as high prices in a rational actor model, but this is not the case in reality. This applies to ICOs and NFTs as well as restaurants. Aside from increasing marketing value, some people find the game of grabbing a limited set of opportunities first before everyone else is quite entertaining.
But there are some blockchain-specific factors. One argument for selling ICO tokens below market value (and one that persuaded the OmiseGo team to adopt their capped sale strategy) is community dynamics. The first rule of community sentiment management is to encourage price increases. People are happy if they are "in the green." If the price drops below what the community members paid, they are unhappy and start calling you a scammer, possibly causing a social media cascade where everyone calls you a scammer.
This effect can only be avoided by pricing low enough that post-launch market prices will almost certainly be higher. But how do you do this without creating a rush for the gates that leads to an auction?
Interesting solutions
It's 2021. We have a blockchain. The blockchain is home to a powerful decentralized finance ecosystem, as well as a rapidly expanding set of non-financial tools. The blockchain also allows us to reset social norms. Where decades of economists yelling about "efficiency" failed, blockchains may be able to legitimize new uses of mechanism design. If we could use our more advanced tools to create an approach that more directly solves the problems, with fewer side effects, wouldn't that be better than fiddling with a coarse-grained one-dimensional strategy space of selling at market price versus below market price?
Begin with the goals. We'll try to cover ICOs, NFTs, and conference tickets (really a type of NFT) all at the same time.
1. Fairness: don't completely exclude low-income people from participation; give them a chance. The goal of token sales is to avoid high initial wealth concentration and have a larger and more diverse initial token holder community.
2. Don’t create races: Avoid situations where many people rush to do the same thing and only a few get in (this is the type of situation that leads to the horrible auctions-by-another-name that we saw above).
3. Don't require precise market knowledge: the mechanism should work even if the seller has no idea how much demand exists.
4. Fun: The process of participating in the sale should be fun and game-like, but not frustrating.
5. Give buyers positive expected returns: in the case of a token (or an NFT), buyers should expect price increases rather than decreases. This requires selling below market value.
Let's start with (1). From Ethereum's perspective, there is a simple solution. Use a tool designed for the job: proof of personhood protocols! Here's one quick idea:
Mechanism 1 Each participant (verified by ID) can buy up to ‘’X’’ tokens at price P, with the option to buy more at an auction.
With the per-person mechanism, buyers can get positive expected returns for the portion sold through the per-person mechanism, and the auction part does not require sellers to understand demand levels. Is it race-free? The number of participants buying through the per-person pool appears to be high. But what if the per-person pool isn't big enough to accommodate everyone?
Make the per-person allocation amount dynamic.
Mechanism 2 Each participant can deposit up to X tokens into a smart contract to declare interest. Last but not least, each buyer receives min(X, N / buyers) tokens, where N is the total sold through the per-person pool (some other amount can also be sold by auction). The buyer gets their deposit back if it exceeds the amount needed to buy their allocation.
No longer is there a race condition based on the number of buyers per person. No matter how high the demand, it's always better to join sooner rather than later.
Here's another idea if you like clever game mechanics with fancy quadratic formulas.
Mechanism 3 Each participant can buy X units at a price P X 2 up to a maximum of C tokens per buyer. C starts low and gradually increases until enough units are sold.
The quantity allocated to each buyer is theoretically optimal, though post-sale transfers will degrade this optimality over time. Mechanisms 2 and 3 appear to meet all of the above objectives. They're not perfect, but they're good starting points.
One more issue. For fixed and limited supply NFTs, the equilibrium purchased quantity per participant may be fractional (in mechanism 2, number of buyers > N, and in mechanism 3, setting C = 1 may already lead to over-subscription). With fractional sales, you can offer lottery tickets: if there are N items available, you have a chance of N/number of buyers of getting the item, otherwise you get a refund. For a conference, groups could bundle their lottery tickets to guarantee a win or a loss. The certainty of getting the item can be auctioned.
The bottom tier of "sponsorships" can be used to sell conference tickets at market rate. You may end up with a sponsor board full of people's faces, but is that okay? After all, John Lilic was on EthCC's sponsor board!
Simply put, if you want to be reliably fair to people, you need an input that explicitly measures people. Authentication protocols do this (and if desired can be combined with zero knowledge proofs to ensure privacy). So we should combine the efficiency of market and auction-based pricing with the equality of proof of personhood mechanics.
Answers to possible questions
Q: Won't people who don't care about your project buy the item and immediately resell it?
A: Not at first. Meta-games take time to appear in practice. If they do, making them untradeable for a while may help mitigate the damage. Using your face to claim that your previous account was hacked and that your identity, including everything in it, should be moved to another account works because proof-of-personhood identities are untradeable.
Q: What if I want to make my item available to a specific community?
A: Instead of ID, use proof of participation tokens linked to community events. Another option, also serving egalitarian and gamification purposes, is to encrypt items within publicly available puzzle solutions.
Q: How do we know they'll accept? Strange new mechanisms have previously been resisted.
A: Having economists write screeds about how they "should" accept a new mechanism that they find strange is difficult (or even "equity"). However, abrupt changes in context effectively reset people's expectations. So the blockchain space is the best place to try this. You could wait for the "metaverse", but it's possible that the best version will run on Ethereum anyway, so start now.
Matt Ward
3 years ago
Is Web3 nonsense?
Crypto and blockchain have rebranded as web3. They probably thought it sounded better and didn't want the baggage of scam ICOs, STOs, and skirted securities laws.
It was like Facebook becoming Meta. Crypto's biggest players wanted to change public (and regulator) perception away from pump-and-dump schemes.
After the 2018 ICO gold rush, it's understandable. Every project that raised millions (or billions) never shipped a meaningful product.
Like many crazes, charlatans took the money and ran.
Despite its grifter past, web3 is THE hot topic today as more founders, venture firms, and larger institutions look to build the future decentralized internet.
Supposedly.
How often have you heard: This will change the world, fix the internet, and give people power?
Why are most of web3's biggest proponents (and beneficiaries) the same rich, powerful players who built and invested in the modern internet? It's like they want to remake and own the internet.
Something seems off about that.
Why are insiders getting preferential presale terms before the public, allowing early investors and proponents to flip dirt cheap tokens and advisors shares almost immediately after the public sale?
It's a good gig with guaranteed markups, no risk or progress.
If it sounds like insider trading, it is, at least practically. This is clear when people talk about blockchain/web3 launches and tokens.
Fast money, quick flips, and guaranteed markups/returns are common.
Incentives-wise, it's hard to blame them. Who can blame someone for following the rules to win? Is it their fault or regulators' for not leveling the playing field?
It's similar to oil companies polluting for profit, Instagram depressing you into buying a new dress, or pharma pushing an unnecessary pill.
All of that is fair game, at least until we change the playbook, because people (and corporations) change for pain or love. Who doesn't love money?
belief based on money gain
Sinclair:
“It is difficult to get a man to understand something when his salary depends upon his not understanding it.”
Bitcoin, blockchain, and web3 analogies?
Most blockchain and web3 proponents are true believers, not cynical capitalists. They believe blockchain's inherent transparency and permissionless trust allow humanity to evolve beyond our reptilian ways and build a better decentralized and democratic world.
They highlight issues with the modern internet and monopoly players like Google, Facebook, and Apple. Decentralization fixes everything
If we could give power back to the people and get governments/corporations/individuals out of the way, we'd fix everything.
Blockchain solves supply chain and child labor issues in China.
To meet Paris climate goals, reduce emissions. Create a carbon token.
Fixing online hatred and polarization Web3 Twitter and Facebook replacement.
Web3 must just be the answer for everything… your “perfect” silver bullet.
Nothing fits everyone. Blockchain has pros and cons like everything else.
Blockchain's viral, ponzi-like nature has an MLM (mid level marketing) feel. If you bought Taylor Swift's NFT, your investment is tied to her popularity.
Probably makes you promote Swift more. Play music loudly.
Here's another example:
Imagine if Jehovah’s Witnesses (or evangelical preachers…) got paid for every single person they converted to their cause.
It becomes a self-fulfilling prophecy as their faith and wealth grow.
Which breeds extremism? Ultra-Orthodox Jews are an example. maximalists
Bitcoin and blockchain are causes, religions. It's a money-making movement and ideal.
We're good at convincing ourselves of things we want to believe, hence filter bubbles.
I ignore anything that doesn't fit my worldview and seek out like-minded people, which algorithms amplify.
Then what?
Is web3 merely a new scam?
No, never!
Blockchain has many crucial uses.
Sending money home/abroad without bank fees;
Like fleeing a war-torn country and converting savings to Bitcoin;
Like preventing Twitter from silencing dissidents.
Permissionless, trustless databases could benefit society and humanity. There are, however, many limitations.
Lost password?
What if you're cheated?
What if Trump/Putin/your favorite dictator incites a coup d'état?
What-ifs abound. Decentralization's openness brings good and bad.
No gatekeepers or firefighters to rescue you.
ISIS's fundraising is also frictionless.
Community-owned apps with bad interfaces and service.
Trade-offs rule.
So what compromises does web3 make?
What are your trade-offs? Decentralization has many strengths and flaws. Like Bitcoin's wasteful proof-of-work or Ethereum's political/wealth-based proof-of-stake.
To ensure the survival and veracity of the network/blockchain and to safeguard its nodes, extreme measures have been designed/put in place to prevent hostile takeovers aimed at altering the blockchain, i.e., adding money to your own wallet (account), etc.
These protective measures require significant resources and pose challenges. Reduced speed and throughput, high gas fees (cost to submit/write a transaction to the blockchain), and delayed development times, not to mention forked blockchain chains oops, web3 projects.
Protecting dissidents or rogue regimes makes sense. You need safety, privacy, and calm.
First-world life?
What if you assumed EVERYONE you saw was out to rob/attack you? You'd never travel, trust anyone, accomplish much, or live fully. The economy would collapse.
It's like an ant colony where half the ants do nothing but wait to be attacked.
Waste of time and money.
11% of the US budget goes to the military. Imagine what we could do with the $766B+ we spend on what-ifs annually.
Is so much hypothetical security needed?
Blockchain and web3 are similar.
Does your app need permissionless decentralization? Does your scooter-sharing company really need a proof-of-stake system and 1000s of nodes to avoid Russian hackers? Why?
Worst-case scenario? It's not life or death, unless you overstate the what-ifs. Web3 proponents find improbable scenarios to justify decentralization and tokenization.
Do I need a token to prove ownership of my painting? Unless I'm a master thief, I probably bought it.
despite losing the receipt.
I do, however, love Web 3.
Enough Web3 bashing for now. Understand? Decentralization isn't perfect, but it has huge potential when applied to the right problems.
I see many of the right problems as disrupting big tech's ruthless monopolies. I wrote several years ago about how tokenized blockchains could be used to break big tech's stranglehold on platforms, marketplaces, and social media.
Tokenomics schemes can be used for good and are powerful. Here’s how.
Before the ICO boom, I made a series of predictions about blockchain/crypto's future. It's still true.
Here's where I was then and where I see web3 going:
My 11 Big & Bold Predictions for Blockchain
In the near future, people may wear crypto cash rings or bracelets.
While some governments repress cryptocurrency, others will start to embrace it.
Blockchain will fundamentally alter voting and governance, resulting in a more open election process.
Money freedom will lead to a more geographically open world where people will be more able to leave when there is unrest.
Blockchain will make record keeping significantly easier, eliminating the need for a significant portion of government workers whose sole responsibility is paperwork.
Overrated are smart contracts.
6. Tokens will replace company stocks.
7. Blockchain increases real estate's liquidity, value, and volatility.
8. Healthcare may be most affected.
9. Crypto could end privacy and lead to Minority Report.
10. New companies with network effects will displace incumbents.
11. Soon, people will wear rings or bracelets with crypto cash.
Some have already happened, while others are still possible.
Time will tell if they happen.
And finally:
What will web3 be?
Who will be in charge?
Closing remarks
Hope you enjoyed this web3 dive. There's much more to say, but that's for another day.
We're writing history as we go.
Tech regulation, mergers, Bitcoin surge How will history remember us?
What about web3 and blockchain?
Is this a revolution or a tulip craze?
Remember, actions speak louder than words (share them in the comments).
Your turn.
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Joe Procopio
3 years ago
Provide a product roadmap that can withstand startup velocities
This is how to build a car while driving.
Building a high-growth startup is compared to building a car while it's speeding down the highway.
How to plan without going crazy? Or, without losing team, board, and investor buy-in?
I just delivered our company's product roadmap for the rest of the year. Complete. Thorough. Page-long. I'm optimistic about its chances of surviving as everything around us changes, from internal priorities to the global economy.
It's tricky. This isn't the first time I've created a startup roadmap. I didn't invent a document. It took time to deliver a document that will be relevant for months.
Goals matter.
Although they never change, goals are rarely understood.
This is the third in a series about a startup's unique roadmapping needs. Velocity is the intensity at which a startup must produce to survive.
A high-growth startup moves at breakneck speed, which I alluded to when I said priorities and economic factors can change daily or weekly.
At that speed, a startup's roadmap must be flexible, bend but not break, and be brief and to the point. I can't tell you how many startups and large companies develop a product roadmap every quarter and then tuck it away.
Big, wealthy companies can do this. It's suicide for a startup.
The drawer thing happens because startup product roadmaps are often valid for a short time. The roadmap is a random list of features prioritized by different company factions and unrelated to company goals.
It's not because the goals changed that a roadmap is shelved or ignored. Because the company's goals were never communicated or documented in the context of its product.
In the previous post, I discussed how to turn company goals into a product roadmap. In this post, I'll show you how to make a one-page startup roadmap.
In a future post, I'll show you how to follow this roadmap. This roadmap helps you track company goals, something a roadmap must do.
Be vague for growth, but direct for execution.
Here's my plan. The real one has more entries and more content in each.
Let's discuss smaller boxes.
Product developers and engineers know that the further out they predict, the more wrong they'll be. When developing the product roadmap, this rule is ignored. Then it bites us three, six, or nine months later when we haven't even started.
Why do we put everything in a product roadmap like a project plan?
Yes, I know. We use it when the product roadmap isn't goal-based.
A goal-based roadmap begins with a document that outlines each goal's idea, execution, growth, and refinement.
Once the goals are broken down into epics, initiatives, projects, and programs, only the idea and execution phases should be modeled. Any goal growth or refinement items should be vague and loosely mapped.
Why? First, any idea or execution-phase goal will result in growth initiatives that are unimaginable today. Second, internal priorities and external factors will change, but the goals won't. Locking items into calendar slots reduces flexibility and forces deviation from the single source of truth.
No soothsayers. Predicting the future is pointless; just prepare.
A map is useless if you don't know where you're going.
As we speed down the road, the car and the road will change. Goals define the destination.
This quarter and next quarter's roadmap should be set. After that, you should track destination milestones, not how to get there.
When you do that, even the most critical investors will understand the roadmap and buy in. When you track progress at the end of the quarter and revise your roadmap, the destination won't change.
Rachel Greenberg
3 years ago
The Unsettling Fact VC-Backed Entrepreneurs Don't Want You to Know
What they'll do is scarier.
My acquaintance recently joined a VC-funded startup. Money, equity, and upside possibilities were nice, but he had a nagging dread.
They just secured a $40M round and are hiring like crazy to prepare for their IPO in two years. All signals pointed to this startup's (a B2B IT business in a stable industry) success, and its equity-holding workers wouldn't pass that up.
Five months after starting the work, my friend struggled with leaving. We might overlook the awful culture and long hours at the proper price. This price plus the company's fate and survival abilities sent my friend departing in an unpleasant unplanned resignation before jumping on yet another sinking ship.
This affects founders. This affects VC-backed companies (and all businesses). This affects anyone starting, buying, or running a business.
Here's the under-the-table approach that's draining VC capital, leaving staff terrified (or jobless), founders rattled, and investors upset. How to recognize, solve, and avoid it
The unsettling reality behind door #1
You can't raise money off just your looks, right? If "looks" means your founding team's expertise, then maybe. In my friend's case, the founding team's strong qualifications and track records won over investors before talking figures.
They're hardly the only startup to raise money without a profitable customer acquisition strategy. Another firm raised money for an expensive sleep product because it's eco-friendly. They were off to the races with a few keywords and key players.
Both companies, along with numerous others, elected to invest on product development first. Company A employed all the tech, then courted half their market (they’re a tech marketplace that connects two parties). Company B spent millions on R&D to create a palatable product, then flooded the world with marketing.
My friend is on Company B's financial team, and he's seen where they've gone wrong. It's terrible.
Company A (tech market): Growing? Not quite. To achieve the ambitious expansion they (and their investors) demand, they've poured much of their little capital into salespeople: Cold-calling commission and salary salesmen. Is it working? Considering attrition and companies' dwindling capital, I don't think so.
Company B (green sleep) has been hiring, digital marketing, and opening new stores like crazy. Growing expenses should result in growing revenues and a favorable return on investment; if you grow too rapidly, you may neglect to check that ROI.
Once Company A cut headcount and Company B declared “going concerned”, my friend realized both startups had the same ailment and didn't recognize it.
I shouldn't have to ask a friend to verify a company's cash reserves and profitability to spot a financial problem. It happened anyhow.
The frightening part isn't that investors were willing to invest millions without product-market fit, CAC, or LTV estimates. That's alarming, but not as scary as the fact that startups aren't understanding the problem until VC rounds have dried up.
When they question consultants if their company will be around in 6 months. It’s a red flag. How will they stretch $20M through a 2-year recession with a $3M/month burn rate and no profitability? Alarms go off.
Who's in danger?
In a word, everyone who raised money without a profitable client acquisition strategy or enough resources to ride out dry spells.
Money mismanagement and poor priorities affect every industry (like sinking all your capital into your product, team, or tech, at the expense of probing what customer acquisition really takes and looks like).
This isn't about tech, real estate, or recession-proof luxury products. Fast, cheap, easy money flows into flashy-looking teams with buzzwords, trending industries, and attractive credentials.
If these companies can't show progress or get a profitable CAC, they can't raise more money. They die if they can't raise more money (or slash headcount and find shoestring budget solutions until they solve the real problem).
The kiss of death (and how to avoid it)
If you're running a startup and think raising VC is the answer, pause and evaluate. Do you need the money now?
I'm not saying VC is terrible or has no role. Founders have used it as a Band-Aid for larger, pervasive problems. Venture cash isn't a crutch for recruiting consumers profitably; it's rocket fuel to get you what and who you need.
Pay-to-play isn't a way to throw money at the wall and hope for a return. Pay-to-play works until you run out of money, and if you haven't mastered client acquisition, your cash will diminish quickly.
How can you avoid this bottomless pit? Tips:
Understand your burn rate
Keep an eye on your growth or profitability.
Analyze each and every marketing channel and initiative.
Make lucrative customer acquisition strategies and satisfied customers your top two priorities. not brand-new products. not stellar hires. avoid the fundraising rollercoaster to save time. If you succeed in these two tasks, investors will approach you with their thirsty offers rather than the other way around, and your cash reserves won't diminish as a result.
Not as much as your grandfather
My family friend always justified expensive, impractical expenditures by saying it was only monopoly money. In business, startups, and especially with money from investors expecting a return, that's not true.
More founders could understand that there isn't always another round if they viewed VC money as their own limited pool. When the well runs dry, you must refill it or save the day.
Venture financing isn't your grandpa's money. A discerning investor has entrusted you with dry powder in the hope that you'll use it wisely, strategically, and thoughtfully. Use it well.
Cory Doctorow
3 years ago
The current inflation is unique.
New Stiglitz just dropped.
Here's the inflation story everyone believes (warning: it's false): America gave the poor too much money during the recession, and now the economy is awash with free money, which made them so rich they're refusing to work, meaning the economy isn't making anything. Prices are soaring due to increased cash and missing labor.
Lawrence Summers says there's only one answer. We must impoverish the poor: raise interest rates, cause a recession, and eliminate millions of jobs, until the poor are stripped of their underserved fortunes and return to work.
https://pluralistic.net/2021/11/20/quiet-part-out-loud/#profiteering
This is nonsense. Countries around the world suffered inflation during and after lockdowns, whether they gave out humanitarian money to keep people from starvation. America has slightly greater inflation than other OECD countries, but it's not due to big relief packages.
The Causes of and Responses to Today's Inflation, a Roosevelt Institute report by Nobel-winning economist Joseph Stiglitz and macroeconomist Regmi Ira, debunks this bogus inflation story and offers a more credible explanation for inflation.
https://rooseveltinstitute.org/wp-content/uploads/2022/12/RI CausesofandResponsestoTodaysInflation Report 202212.pdf
Sharp interest rate hikes exacerbate the slump and increase inflation, the authors argue. They compare monetary policy inflation cures to medieval bloodletting, where doctors repeated the same treatment until the patient recovered (for which they received credit) or died (which was more likely).
Let's discuss bloodletting. Inflation hawks warn of the wage price spiral, when inflation rises and powerful workers bargain for higher pay, driving up expenses, prices, and wages. This is the fairy-tale narrative of the 1970s, and it's true except that OPEC's embargo drove up oil prices, which produced inflation. Oh well.
Let's be generous to seventies-haunted inflation hawks and say we're worried about a wage-price spiral. Fantastic! No. Real wages are 2.3% lower than they were in Oct 2021 after peaking in June at 4.8%.
Why did America's powerful workers take a paycut rather than demand inflation-based pay? Weak unions, globalization, economic developments.
Workers don't expect inflation to rise, so they're not requesting inflationary hikes. Inflationary expectations have remained moderate, consistent with our data interpretation.
https://www.newyorkfed.org/microeconomics/sce#/
Neither are workers. Working people see surplus savings as wealth and spend it gradually over their lives, despite rising demand. People may have saved money by staying in during the lockdown, but they don't eat out every night to make up for it. Instead, they keep those savings as precautionary balances. This is why the economy is lagging.
People don't buy non-traded goods with pandemic savings (basically, imports). Imports don't multiply like domestic purchases. If you buy a loaf of bread from the corner baker for $1 and they spend it at the tavern across the street, that dollar generates $3 in economic activity. Spending a dollar on foreign goods leaves the country and any multiplier effect happens there, not in the US.
Only marginally higher wages. The ECI is up 1.6% from 2019. Almost all gains went to the 25% lowest-paid Americans. Contrary to the inflation worry about too much savings, these workers don't make enough to save, even post-pandemic.
Recreation and transit spending are at or below pre-pandemic levels. Higher food and hotel prices (which doesn’t mean we’re buying more food than we were in 2019, just that it costs more).
What causes inflation if not greedy workers, free money, and high demand? The most expensive domestic goods produce the biggest revenues for their manufacturers. They charge you more without paying their workers or suppliers more.
The largest price-gougers are funneling their earnings to rich people who store it offshore through stock buybacks and dividends. A $1 billion stock buyback doesn't buy $1 billion in bread.
Five factors influence US inflation today:
I. Price rises for energy and food
II. shifts in consumer tastes
III. supply interruptions (mainly autos);
IV. increased rents (due to telecommuting);
V. monopoly (AKA price-gouging).
None can be remedied by raising interest rates or laying off workers.
Russia's invasion of Ukraine, omicron, and China's Zero Covid policy all disrupted the flow of food, energy, and production inputs. The price went higher because we made less.
After Russia invaded Ukraine, oil prices spiked, and sanctions made it worse. But that was February. By October, oil prices had returned to pre-pandemic, 2015 levels attributable to global economic adjustments, including a shift to renewables. Every new renewable installation reduces oil consumption and affects oil prices.
High food prices have a simple solution. The US and EU have bribed farmers not to produce for 50 years. If the war continues, this program may end, and food prices may decline.
Demand changes. We want different things than in 2019, not more. During the lockdown, people substituted goods. Half of the US toilet-paper supply in 2019 was on commercial-sized rolls. This is created from different mills and stock than our toilet paper.
Lockdown pushed toilet paper demand to residential rolls, causing shortages (the TP hoarding story was just another pandemic urban legend). Because supermarket stores don't have accounts with commercial paper distributors, ordering from languishing stores was difficult. Kleenex and paper towel substitutions caused greater shortages.
All that drove increased costs in numerous product categories, and there were more cases. These increases are transient, caused by supply chain inefficiencies that are resolving.
Demand for frontline staff saw a one-time repricing of pay, which is being recouped as we speak.
Illnesses. Brittle, hollowed-out global supply chains aggravated this. The constant pursuit of cheap labor and minimal regulation by monopolies that dominate most sectors means things are manufactured in far-flung locations. Financialization means any surplus capital assets were sold off years ago, leaving firms with little production slack. After the epidemic, several of these systems took years to restart.
Automobiles are to blame. Financialization and monopolization consolidated microchip and auto production in Taiwan and China. When the lockdowns came, these worldwide corporations cancelled their chip orders, and when they placed fresh orders, they were at the back of the line.
That drove up car prices, which is why the US has slightly higher inflation than other wealthy countries: the economy is car-centric. Automobile prices account for 9% of the CPI. France: 3.6%
Rent shocks and telecommuting. After the epidemic, many professionals moved to exurbs, small towns, and the countryside to work from home. As commercial properties were vacated, it was impractical to adapt them for residential use due to planning restrictions. Addressing these restrictions will cut rent prices more than raising inflation rates, which halts housing construction.
Statistical mirages cause some rent inflation. The CPI estimates what homeowners would pay to rent their properties. When rents rise in your neighborhood, the CPI believes you're spending more on rent even if you have a 30-year fixed-rate mortgage.
Market dominance. Almost every area of the US economy is dominated by monopolies, whose CEOs disclose on investor calls that they use inflation scares to jack up prices and make record profits.
https://pluralistic.net/2022/02/02/its-the-economy-stupid/#overinflated
Long-term profit margins are rising. Markups averaged 26% from 1960-1980. 2021: 72%. Market concentration explains 81% of markup increases (e.g. monopolization). Profit margins reach a 70-year high in 2022. These elements interact. Monopolies thin out their sectors, making them brittle and sensitive to shocks.
If we're worried about a shrinking workforce, there are more humanitarian and sensible solutions than causing a recession and mass unemployment. Instead, we may boost US production capacity by easing workers' entry into the workforce.
https://pluralistic.net/2022/06/01/factories-to-condos-pipeline/#stuff-not-money
US female workforce participation ranks towards the bottom of developed countries. Many women can't afford to work due to America's lack of daycare, low earnings, and bad working conditions in female-dominated fields. If America doesn't have enough workers, childcare subsidies and minimum wages can help.
By contrast, driving the country into recession with interest-rate hikes will reduce employment, and the last recruited (women, minorities) are the first fired and the last to be rehired. Forcing America into recession won't enhance its capacity to create what its people want; it will degrade it permanently.
Nothing the Fed does can stop price hikes from international markets, lack of supply chain investment, COVID-19 disruptions, climate change, the Ukraine war, or market power. They can worsen it. When supply problems generate inflation, raising interest rates decreases investments that can remedy shortages.
Increasing interest rates won't cut rents since landlords pass on the expenses and high rates restrict investment in new dwellings where tenants could escape the costs.
Fixing the supply fixes supply-side inflation. Increase renewables investment (as the Inflation Reduction Act does). Monopolies can be busted (as the IRA does). Reshore key goods (as the CHIPS Act does). Better pay and child care attract employees.
Windfall taxes can claw back price-gouging corporations' monopoly earnings.
https://pluralistic.net/2022/03/15/sanctions-financing/#soak-the-rich
In 2008, we ruled out fiscal solutions (bailouts for debtors) and turned to monetary policy (bank bailouts). This preserved the economy but increased inequality and eroded public trust.
Monetary policy won't help. Even monetary policy enthusiasts recognize an 18-month lag between action and result. That suggests monetary tightening is unnecessary. Like the medieval bloodletter, central bankers whose interest rate hikes don't work swiftly may do more of the same, bringing the economy to its knees.
Interest rates must rise. Zero-percent interest fueled foolish speculation and financialization. Increasing rates will stop this. Increasing interest rates will destroy the economy and dampen inflation.
Then what? All recent evidence indicate to inflation decreasing on its own, as the authors argue. Supply side difficulties are finally being overcome, evidence shows. Energy and food prices are showing considerable mean reversion, which is disinflationary.
The authors don't recommend doing nothing. Best case scenario, they argue, is that the Fed won't keep raising interest rates until morale improves.