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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
Max Parasol
3 years ago
Are DAOs the future or just a passing fad?
How do you DAO? Can DAOs scale?
DAO: Decentralized Autonomous. Organization.
“The whole phrase is a misnomer. They're not decentralized, autonomous, or organizations,” says Monsterplay blockchain consultant David Freuden.
As part of the DAO initiative, Freuden coauthored a 51-page report in May 2020. “We need DAOs,” he says. “‘Shareholder first' is a 1980s/90s concept. Profits became the focus, not products.”
His predictions for DAOs have come true nearly two years later. DAOs had over 1.6 million participants by the end of 2021, up from 13,000 at the start of the year. Wyoming, in the US, will recognize DAOs and the Marshall Islands in 2021. Australia may follow that example in 2022.
But what is a DAO?
Members buy (or are rewarded with) governance tokens to vote on how the DAO operates and spends its money. “DeFi spawned DAOs as an investment vehicle. So a DAO is tokenomics,” says Freuden.
DAOs are usually built around a promise or a social cause, but they still want to make money. “If you can't explain why, the DAO will fail,” he says. “A co-op without tokenomics is not a DAO.”
Operating system DAOs, protocol DAOs, investment DAOs, grant DAOs, service DAOs, social DAOs, collector DAOs, and media DAOs are now available.
Freuden liked the idea of people rallying around a good cause. Speculators and builders make up the crypto world, so it needs a DAO for them.
,Speculators and builders, or both, have mismatched expectations, causing endless, but sometimes creative friction.
Organisms that boost output
Launching a DAO with an original product such as a cryptocurrency, an IT protocol or a VC-like investment fund like FlamingoDAO is common. DAOs enable distributed open-source contributions without borders. The goal is vital. Sometimes, after a product is launched, DAOs emerge, leaving the company to eventually transition to a DAO, as Uniswap did.
Doing things together is a DAO. So it's a way to reward a distributed workforce. DAOs are essentially productivity coordination organisms.
“Those who work for the DAO make permissionless contributions and benefit from fragmented employment,” argues Freuden. DAOs are, first and foremost, a new form of cooperation.
DAO? Distributed not decentralized
In decentralized autonomous organizations, words have multiple meanings. DAOs can emphasize one aspect over another. Autonomy is a trade-off for decentralization.
DAOstack CEO Matan Field says a DAO is a distributed governance system. Power is shared. However, there are two ways to understand a DAO's decentralized nature. This clarifies the various DAO definitions.
A decentralized infrastructure allows a DAO to be decentralized. It could be created on a public permissionless blockchain to prevent a takeover.
As opposed to a company run by executives or shareholders, a DAO is distributed. Its leadership does not wield power
Option two is clearly distributed.
But not all of this is “automated.”
Think quorum, not robot.
DAOs can be autonomous in the sense that smart contracts are self-enforcing and self-executing. So every blockchain transaction is a simplified smart contract.
Dao landscape
The DAO landscape is evolving.
Consider how Ethereum's smart contracts work. They are more like self-executing computer code, which Vitalik Buterin calls “persistent scripts”.
However, a DAO is self-enforcing once its members agree on its rules. As such, a DAO is “automated upon approval by the governance committee.” This distinguishes them from traditional organizations whose rules must be interpreted and applied.
Why a DAO? They move fast
A DAO can quickly adapt to local conditions as a governance mechanism. It's a collaborative decision-making tool.
Like UkraineDAO, created in response to Putin's invasion of Ukraine by Ukrainian expat Alona Shevchenko, Nadya Tolokonnikova, Trippy Labs, and PleasrDAO. The DAO sought to support Ukrainian charities by selling Ukrainian flag NFTs. With a single mission, a DAO can quickly raise funds for a country accepting crypto where banks are distrusted.
This could be a watershed moment for DAOs.
ConstitutionDAO was another clever use case for DAOs for Freuden. In a failed but “beautiful experiment in a single-purpose DAO,” ConstitutionDAO tried to buy a copy of the US Constitution from a Sotheby's auction. In November 2021, ConstitutionDAO raised $47 million from 19,000 people, but a hedge fund manager outbid them.
Contributions were returned or lost if transactional gas fees were too high. The ConstitutionDAO, as a “beautiful experiment,” proved exceptionally fast at organizing and crowdsourcing funds for a specific purpose.
We may soon be applauding UkraineDAO's geopolitical success in support of the DAO concept.
Some of the best use cases for DAOs today, according to Adam Miller, founder of DAOplatform.io and MIDAO Directory Services, involve DAO structures.
That is, a “flat community is vital.” Prototyping by the crowd is a good example. To succeed, members must be enthusiastic about DAOs as an alternative to starting a company. Because DAOs require some hierarchy, he agrees that "distributed is a better acronym."
Miller sees DAOs as a “new way of organizing people and resources.” He started DAOplatform.io, a DAO tooling advisery that is currently transitioning to a DAO due to the “woeful tech options for running a DAO,” which he says mainly comprises of just “multisig admin keys and a voting system.” So today he's advising on DAO tech stacks.
Miller identifies three key elements.
Tokenization is a common method and tool. Second, governance mechanisms connected to the DAO's treasury. Lastly, community.”
How a DAO works...
They can be more than glorified Discord groups if they have a clear mission. This mission is a mix of financial speculation and utopianism. The spectrum is vast.
The founder of Dash left the cryptocurrency project in 2017. It's the story of a prophet without an heir. So creating a global tokenized evangelical missionary community via a DAO made sense.
Evan Duffield, a “libertarian/anarchist” visionary, forked Bitcoin in January 2014 to make it instant and essentially free. He went away for a while, and DASH became a DAO.
200,000 US retailers, including Walmart and Barnes & Noble, now accept Dash as payment. This payment system works like a gift card.
Arden Goldstein, Dash's head of crypto, DAO, and blockchain marketing, claims Dash is the “first successful DAO.” It was founded in 2016 and disbanded after a hack, an Ethereum hard fork and much controversy. But what are the success metrics?
Crypto success is measured differently, says Goldstein. To achieve common goals, people must participate or be motivated in a healthy DAO. People are motivated to complete tasks in a successful DAO. And, crucially, when tasks get completed.
“Yes or no, 1 or 0, voting is not a new idea. The challenge is getting people to continue to participate and keep building a community.” A DAO motivates volunteers: Nothing keeps people from building. The DAO “philosophy is old news. You need skin in the game to play.”
MasterNodes must stake 1000 Dash. Those members are rewarded with DASH for marketing (and other tasks). It uses an outsourced team to onboard new users globally.
Joining a DAO is part of the fun of meeting crazy or “very active” people on Discord. No one gets fired (usually). If your work is noticed, you may be offered a full-time job.
DAO community members worldwide are rewarded for brand building. Dash is also a great product for developing countries with high inflation and undemocratic governments. The countries with the most Dash DAO members are Russia, Brazil, Venezuela, India, China, France, Italy, and the Philippines.
Grassroots activism makes this DAO work. A DAO is local. Venezuelans can't access Dash.org, so DAO members help them use a VPN. DAO members are investors, fervent evangelicals, and local product experts.
Every month, proposals and grant applications are voted on via the Dash platform. However, the DAO may decide not to fund you. For example, the DAO once hired a PR firm, but the community complained about the lack of press coverage. This raises a great question: How are real-world contractual obligations met by a DAO?
Does the DASH DAO work?
“I see the DAO defund projects I thought were valuable,” Goldstein says. Despite working full-time, I must submit a funding proposal. “Much faster than other companies I've worked on,” he says.
Dash DAO is a headless beast. Ryan Taylor is the CEO of the company overseeing the DASH Core Group project.
The issue is that “we don't know who has the most tokens [...] because we don't know who our customers are.” As a result, “the loudest voices usually don't have the most MasterNodes and aren't the most invested.”
Goldstein, the only female in the DAO, says she worked hard. “I was proud of the DAO when I made the logo pink for a day and got great support from the men.” This has yet to entice a major influx of female DAO members.
Many obstacles stand in the way of utopian dreams.
Governance problems remain
And what about major token holders behaving badly?
In early February, a heated crypto Twitter debate raged on about inclusion, diversity, and cancel culture in relation to decentralized projects. In this case, the question was how a DAO addresses alleged inappropriate behavior.
In a corporation, misconduct can result in termination. In a DAO, founders usually hold a large number of tokens and the keys to the blockchain (multisignature) or otherwise.
Brantly Millegan, the director of operations of Ethereum Name Service (ENS), made disparaging remarks about the LGBTQ community and other controversial topics. The screenshotted comments were made in 2016 and brought to the ENS board's attention in early 2022.
His contract with ENS has expired. But what of his large DAO governance token holdings?
Members of the DAO proposed a motion to remove Millegan from the DAO. His “delegated” votes net 370,000. He was and is the DAO's largest delegate.
What if he had refused to accept the DAO's decision?
Freuden says the answer is not so simple.
“Can a DAO kick someone out who built the project?”
The original mission “should be dissolved” if it no longer exists. “Does a DAO fail and return the money? They must r eturn the money with interest if the marriage fails.”
Before an IPO, VCs might try to remove a problematic CEO.
While DAOs use treasury as a governance mechanism, it is usually controlled (at least initially) by the original project creators. Or, in the case of Uniswap, the venture capital firm a16z has so much voting power that it has delegated it to student-run blockchain organizations.
So, can DAOs really work at scale? How to evolve voting paradigms beyond token holdings?
The whale token holder issue has some solutions. Multiple tokens, such as a utility token on top of a governance token, and quadratic voting for whales, are now common. Other safeguards include multisignature blockchain keys and decision time locks that allow for any automated decision to be made. The structure of each DAO will depend on the assets at stake.
In reality, voter turnout is often a bigger issue.
Is DAO governance scalable?
Many DAOs have low participation. Due to a lack of understanding of technology, apathy, or busy lives. “The bigger the DAO, the fewer voters who vote,” says Freuden.
Freuden's report cites British anthropologist Dunbar's Law, who argued that people can only maintain about 150 relationships.
"As the DAO grows in size, the individual loses influence because they perceive their voting power as being diminished or insignificant. The Ringelmann Effect and Dunbar's Rule show that as a group grows in size, members become lazier, disenfranchised, and detached.
Freuden says a DAO requires “understanding human relationships.” He believes DAOs work best as investment funds rooted in Cryptoland and small in scale. In just three weeks, SyndicateDAO enabled the creation of 450 new investment group DAOs.
Due to SEC regulations, FlamingoDAO, a famous NFT curation investment DAO, could only have 100 investors. The “LAO” is a member-directed venture capital fund and a US LLC. To comply with US securities law, they only allow 100 members with a 120ETH minimum staking contribution.
But how did FlamingoDAO make investment decisions? How often did all 70 members vote? Art and NFTs are highly speculative.
So, investment DAOs are thought to work well in a small petri dish environment. This is due to a crypto-native club's pooled capital (maximum 7% per member) and crowdsourced knowledge.
While scalability is a concern, each DAO will operate differently depending on the goal, technology stage, and personalities. Meetups and hackathons are common ways for techies to collaborate on a cause or test an idea. But somebody still organizes the hack.
Holographic consensus voting
But clever people are working on creative solutions to every problem.
Miller of DAOplatform.io cites DXdao as a successful DAO. Decentralized product and service creator DXdao runs the DAO entirely on-chain. “You earn voting rights by contributing to the community.”
DXdao, a DAOstack fork, uses holographic consensus, a voting algorithm invented by DAOstack founder Matan Field. The system lets a random or semi-random subset make group-wide decisions.
By acting as a gatekeeper for voters, DXdao's Luke Keenan explains that “a small predictions market economy emerges around the likely outcome of a proposal as tokens are staked on it.” Also, proposals that have been financially boosted have fewer requirements to be successful, increasing system efficiency.” DXdao “makes decisions by removing voting power as an economic incentive.”
Field explains that holographic consensus “does not require a quorum to render a vote valid.”
“Rather, it provides a parallel process. It is a game played (for profit) by ‘predictors' who make predictions about whether or not a vote will be approved by the voters. The voting process is valid even when the voting quorum is low if enough stake is placed on the outcome of the vote.
“In other words, a quorum is not a scalable DAO governance strategy,” Field says.
You don't need big votes on everything. If only 5% vote, fine. To move significant value or make significant changes, you need a longer voting period (say 30 days) and a higher quorum,” says Miller.
Clearly, DAOs are maturing. The emphasis is on tools like Orca and processes that delegate power to smaller sub-DAOs, committees, and working groups.
Miller also claims that “studies in psychology show that rewarding people too much for volunteering disincentivizes them.” So, rather than giving out tokens for every activity, you may want to offer symbolic rewards like POAPs or contributor levels.
“Free lunches are less rewarding. Random rewards can boost motivation.”
Culture and motivation
DAOs (and Web3 in general) can give early adopters a sense of ownership. In theory, they encourage early participation and bootstrapping before network effects.
"A double-edged sword," says Goldstein. In the developing world, they may not be fully scalable.
“There must always be a leader,” she says. “People won't volunteer if they don't want to.”
DAO members sometimes feel entitled. “They are not the boss, but they think they should be able to see my calendar or get a daily report,” Goldstein gripes. Say, “I own three MasterNodes and need to know X, Y, and Z.”
In most decentralized projects, strong community leaders are crucial to influencing culture.
Freuden says “the DAO's community builder is the cryptoland influencer.” They must “disseminate the DAO's culture, cause, and rally the troops” in English, not tech.
They must keep members happy.
So the community builder is vital. Building a community around a coin that promises riches is simple, but keeping DAO members motivated is difficult.
It's a human job. But tools like SourceCred or coordinate that measure contributions and allocate tokens are heavily marketed. Large growth funds/community funds/grant programs are common among DAOs.
The Future?
Onboarding, committed volunteers, and an iconic community builder may be all DAOs need.
It takes a DAO just one day to bring together a passionate (and sometimes obsessive) community. For organizations with a common goal, managing stakeholder expectations is critical.
A DAO's core values are community and cause, not scalable governance. “DAOs will work at scale like gaming communities, but we will have sub-DAOs everywhere like committees,” says Freuden.
So-called holographic consensuses “can handle, in principle, increasing rates of proposals by turning this tension between scale and resilience into an economical cost,” Field writes. Scalability is not guaranteed.
The DAO's key innovation is the fragmented workplace. “Voting is a subset of engagement,” says Freuden. DAO should allow for permissionless participation and engagement. DAOs allow for remote work.”
In 20 years, DAOs may be the AI-powered self-organizing concept. That seems far away now. But a new breed of productivity coordination organisms is maturing.
Nabil Alouani
3 years ago
Why Cryptocurrency Is Not Dead Despite the FTX Scam
A fraud, free-market, antifragility tale
Crypto's only rival is public opinion.
In less than a week, mainstream media, bloggers, and TikTokers turned on FTX's founder.
While some were surprised, almost everyone with a keyboard and a Twitter account predicted the FTX collapse. These financial oracles should have warned the 1.2 million people Sam Bankman-Fried duped.
After happening, unexpected events seem obvious to our brains. It's a bug and a feature because it helps us cope with disasters and makes our reasoning suck.
Nobody predicted the FTX debacle. Bloomberg? Politicians. Non-famous. No cryptologists. Who?
When FTX imploded, taking billions of dollars with it, an outrage bomb went off, and the resulting shockwave threatens the crypto market's existence.
As someone who lost more than $78,000 in a crypto scam in 2020, I can only understand people’s reactions. When the dust settles and rationality returns, we'll realize this is a natural occurrence in every free market.
What specifically occurred with FTX? (Skip if you are aware.)
FTX is a cryptocurrency exchange where customers can trade with cash. It reached #3 in less than two years as the fastest-growing platform of its kind.
FTX's performance helped make SBF the crypto poster boy. Other reasons include his altruistic public image, his support for the Democrats, and his company Alameda Research.
Alameda Research made a fortune arbitraging Bitcoin.
Arbitrage trading uses small price differences between two markets to make money. Bitcoin costs $20k in Japan and $21k in the US. Alameda Research did that for months, making $1 million per day.
Later, as its capital grew, Alameda expanded its trading activities and began investing in other companies.
Let's now discuss FTX.
SBF's diabolic master plan began when he used FTX-created FTT coins to inflate his trading company's balance sheets. He used inflated Alameda numbers to secure bank loans.
SBF used money he printed himself as collateral to borrow billions for capital. Coindesk exposed him in a report.
One of FTX's early investors tweeted that he planned to sell his FTT coins over the next few months. This would be a minor event if the investor wasn't Binance CEO Changpeng Zhao (CZ).
The crypto space saw a red WARNING sign when CZ cut ties with FTX. Everyone with an FTX account and a brain withdrew money. Two events followed. FTT fell from $20 to $4 in less than 72 hours, and FTX couldn't meet withdrawal requests, spreading panic.
SBF reassured FTX users on Twitter. Good assets.
He lied.
SBF falsely claimed FTX had a liquidity crunch. At the time of his initial claims, FTX owed about $8 billion to its customers. Liquidity shortages are usually minor. To get cash, sell assets. In the case of FTX, the main asset was printed FTT coins.
Sam wouldn't get out of trouble even if he slashed the discount (from $20 to $4) and sold every FTT. He'd flood the crypto market with his homemade coins, causing the price to crash.
SBF was trapped. He approached Binance about a buyout, which seemed good until Binance looked at FTX's books.
Binance's tweet ended SBF, and he had to apologize, resign as CEO, and file for bankruptcy.
Bloomberg estimated Sam's net worth to be zero by the end of that week. 0!
But that's not all. Twitter investigations exposed fraud at FTX and Alameda Research. SBF used customer funds to trade and invest in other companies.
Thanks to the Twitter indie reporters who made the mainstream press look amateurish. Some Twitter detectives didn't sleep for 30 hours to find answers. Others added to existing threads. Memes were hilarious.
One question kept repeating in my bald head as I watched the Blue Bird. Sam, WTF?
Then I understood.
SBF wanted that FTX becomes a bank.
Think about this. FTX seems healthy a few weeks ago. You buy 2 bitcoins using FTX. You'd expect the platform to take your dollars and debit your wallet, right?
No. They give I-Owe-Yous.
FTX records owing you 2 bitcoins in its internal ledger but doesn't credit your account. Given SBF's tricks, I'd bet on nothing.
What happens if they don't credit my account with 2 bitcoins? Your money goes into FTX's capital, where SBF and his friends invest in marketing, political endorsements, and buying other companies.
Over its two-year existence, FTX invested in 130 companies. Once they make a profit on their purchases, they'll pay you and keep the rest.
One detail makes their strategy dumb. If all FTX customers withdraw at once, everything collapses.
Financially savvy people think FTX's collapse resembles a bank run, and they're right. SBF designed FTX to operate like a bank.
You expect your bank to open a drawer with your name and put $1,000 in it when you deposit $1,000. They deposit $100 in your drawer and create an I-Owe-You for $900. What happens to $900?
Let's sum it up: It's boring and headache-inducing.
When you deposit money in a bank, they can keep 10% and lend the rest. Fractional Reserve Banking is a popular method. Fractional reserves operate within and across banks.
Fractional reserve banking generates $10,000 for every $1,000 deposited. People will pay off their debt plus interest.
As long as banks work together and the economy grows, their model works well.
SBF tried to replicate the system but forgot two details. First, traditional banks need verifiable collateral like real estate, jewelry, art, stocks, and bonds, not digital coupons. Traditional banks developed a liquidity buffer. The Federal Reserve (or Central Bank) injects massive cash into troubled banks.
Massive cash injections come from taxpayers. You and I pay for bankers' mistakes and annual bonuses. Yes, you may think banking is rigged. It's rigged, but it's the best financial game in 150 years. We accept its flaws, including bailouts for too-big-to-fail companies.
Anyway.
SBF wanted Binance's bailout. Binance said no, which was good for the crypto market.
Free markets are resilient.
Nassim Nicholas Taleb coined the term antifragility.
“Some things benefit from shocks; they thrive and grow when exposed to volatility, randomness, disorder, and stressors and love adventure, risk, and uncertainty. Yet, in spite of the ubiquity of the phenomenon, there is no word for the exact opposite of fragile. Let us call it antifragile. Antifragility is beyond resilience or robustness. The resilient resists shocks and stays the same; the antifragile gets better.”
The easiest way to understand how antifragile systems behave is to compare them with other types of systems.
Glass is like a fragile system. It snaps when shocked.
Similar to rubber, a resilient system. After a stressful episode, it bounces back.
A system that is antifragile is similar to a muscle. As it is torn in the gym, it gets stronger.
Time-changed things are antifragile. Culture, tech innovation, restaurants, revolutions, book sales, cuisine, economic success, and even muscle shape. These systems benefit from shocks and randomness in different ways, but they all pay a price for antifragility.
Same goes for the free market and financial institutions. Taleb's book uses restaurants as an example and ends with a reference to the 2008 crash.
“Restaurants are fragile. They compete with each other. But the collective of local restaurants is antifragile for that very reason. Had restaurants been individually robust, hence immortal, the overall business would be either stagnant or weak and would deliver nothing better than cafeteria food — and I mean Soviet-style cafeteria food. Further, it [the overall business] would be marred with systemic shortages, with once in a while a complete crisis and government bailout.”
Imagine the same thing with banks.
Independent banks would compete to offer the best services. If one of these banks fails, it will disappear. Customers and investors will suffer, but the market will recover from the dead banks' mistakes.
This idea underpins a free market. Bitcoin and other cryptocurrencies say this when criticizing traditional banking.
The traditional banking system's components never die. When a bank fails, the Federal Reserve steps in with a big taxpayer-funded check. This hinders bank evolution. If you don't let banking cells die and be replaced, your financial system won't be antifragile.
The interdependence of banks (centralization) means that one bank's mistake can sink the entire fleet, which brings us to SBF's ultimate travesty with FTX.
FTX has left the cryptocurrency gene pool.
FTX should be decentralized and independent. The super-star scammer invested in more than 130 crypto companies and linked them, creating a fragile banking-like structure. FTX seemed to say, "We exist because centralized banks are bad." But we'll be good, unlike the centralized banking system.
FTX saved several companies, including BlockFi and Voyager Digital.
FTX wanted to be a crypto bank conglomerate and Federal Reserve. SBF wanted to monopolize crypto markets. FTX wanted to be in bed with as many powerful people as possible, so SBF seduced politicians and celebrities.
Worst? People who saw SBF's plan flaws praised him. Experts, newspapers, and crypto fans praised FTX. When billions pour in, it's hard to realize FTX was acting against its nature.
Then, they act shocked when they realize FTX's fall triggered a domino effect. Some say the damage could wipe out the crypto market, but that's wrong.
Cell death is different from body death.
FTX is out of the game despite its size. Unfit, it fell victim to market natural selection.
Next?
The challengers keep coming. The crypto economy will improve with each failure.
Free markets are antifragile because their fragile parts compete, fostering evolution. With constructive feedback, evolution benefits customers and investors.
FTX shows that customers don't like being scammed, so the crypto market's health depends on them. Charlatans and con artists are eliminated quickly or slowly.
Crypto isn't immune to collapse. Cryptocurrencies can go extinct like biological species. Antifragility isn't immortality. A few more decades of evolution may be enough for humans to figure out how to best handle money, whether it's bitcoin, traditional banking, gold, or something else.
Keep your BS detector on. Start by being skeptical of this article's finance-related claims. Even if you think you understand finance, join the conversation.
We build a better future through dialogue. So listen, ask, and share. When you think you can't find common ground with the opposing view, remember:
Sam Bankman-Fried lied.
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.
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Isaiah McCall
3 years ago
Is TikTok slowly destroying a new generation?
It's kids' digital crack
TikTok is a destructive social media platform.
The interface shortens attention spans and dopamine receptors.
TikTok shares more data than other apps.
Seeing an endless stream of dancing teens on my glowing box makes me feel like a Blade Runner extra.
TikTok did in one year what MTV, Hollywood, and Warner Music tried to do in 20 years. TikTok has psychotized the two-thirds of society Aldous Huxley said were hypnotizable.
Millions of people, mostly kids, are addicted to learning a new dance, lip-sync, or prank, and those who best dramatize this collective improvisation get likes, comments, and shares.
TikTok is a great app. So what?
The Commercial Magnifying Glass TikTok made me realize my generation's time was up and the teenage Zoomers were the target.
I told my 14-year-old sister, "Enjoy your time under the commercial magnifying glass."
TikTok sells your every move, gesture, and thought. Data is the new oil. If you tell someone, they'll say, "Yeah, they collect data, but who cares? I have nothing to hide."
It's a George Orwell novel's beginning. Look up Big Brother Award winners to see if TikTok won.
TikTok shares your data more than any other social media app, and where it goes is unclear. TikTok uses third-party trackers to monitor your activity after you leave the app.
Consumers can't see what data is shared or how it will be used. — Genius URL
32.5 percent of Tiktok's users are 10 to 19 and 29.5% are 20 to 29.
TikTok is the greatest digital marketing opportunity in history, and they'll use it to sell you things, track you, and control your thoughts. Any of its users will tell you, "I don't care, I just want to be famous."
TikTok manufactures mental illness
TikTok's effect on dopamine and the brain is absurd. Dopamine controls the brain's pleasure and reward centers. It's like a switch that tells your brain "this feels good, repeat."
Dr. Julie Albright, a digital culture and communication sociologist, said TikTok users are "carried away by dopamine." It's hypnotic, you'll keep watching."
TikTok constantly releases dopamine. A guy on TikTok recently said he didn't like books because they were slow and boring.
The US didn't ban Tiktok.
Biden and Trump agree on bad things. Both agree that TikTok threatens national security and children's mental health.
The Chinese Communist Party owns and operates TikTok, but that's not its only problem.
There’s borderline child porn on TikTok
It's unsafe for children and violated COPPA.
It's also Chinese spyware. I'm not a Trump supporter, but I was glad he wanted TikTok regulated and disappointed when he failed.
Full-on internet censorship is rare outside of China, so banning it may be excessive. US should regulate TikTok more.
We must reject a low-quality present for a high-quality future.
TikTok vs YouTube
People got mad when I wrote about YouTube's death.
They didn't like when I said TikTok was YouTube's first real challenger.
Indeed. TikTok is the fastest-growing social network. In three years, the Chinese social media app TikTok has gained over 1 billion active users. In the first quarter of 2020, it had the most downloads of any app in a single quarter.
TikTok is the perfect social media app in many ways. It's brief and direct.
Can you believe they had a YouTube vs TikTok boxing match? We are doomed as a species.
YouTube hosts my favorite videos. That’s why I use it. That’s why you use it. New users expect more. They want something quicker, more addictive.
TikTok's impact on other social media platforms frustrates me. YouTube copied TikTok to compete.
It's all about short, addictive content.
I'll admit I'm probably wrong about TikTok. My friend says his feed is full of videos about food, cute animals, book recommendations, and hot lesbians.
Whatever.
TikTok makes us bad
TikTok is the opposite of what the Ancient Greeks believed about wisdom.
It encourages people to be fake. It's like a never-ending costume party where everyone competes.
It does not mean that Gen Z is doomed.
They could be the saviors of the world for all I know.
TikTok feels like a step towards Mike Judge's "Idiocracy," where the average person is a pleasure-seeking moron.
Theresa W. Carey
3 years ago
How Payment for Order Flow (PFOF) Works
What is PFOF?
PFOF is a brokerage firm's compensation for directing orders to different parties for trade execution. The brokerage firm receives fractions of a penny per share for directing the order to a market maker.
Each optionable stock could have thousands of contracts, so market makers dominate options trades. Order flow payments average less than $0.50 per option contract.
Order Flow Payments (PFOF) Explained
The proliferation of exchanges and electronic communication networks has complicated equity and options trading (ECNs) Ironically, Bernard Madoff, the Ponzi schemer, pioneered pay-for-order-flow.
In a December 2000 study on PFOF, the SEC said, "Payment for order flow is a method of transferring trading profits from market making to brokers who route customer orders to specialists for execution."
Given the complexity of trading thousands of stocks on multiple exchanges, market making has grown. Market makers are large firms that specialize in a set of stocks and options, maintaining an inventory of shares and contracts for buyers and sellers. Market makers are paid the bid-ask spread. Spreads have narrowed since 2001, when exchanges switched to decimals. A market maker's ability to play both sides of trades is key to profitability.
Benefits, requirements
A broker receives fees from a third party for order flow, sometimes without a client's knowledge. This invites conflicts of interest and criticism. Regulation NMS from 2005 requires brokers to disclose their policies and financial relationships with market makers.
Your broker must tell you if it's paid to send your orders to specific parties. This must be done at account opening and annually. The firm must disclose whether it participates in payment-for-order-flow and, upon request, every paid order. Brokerage clients can request payment data on specific transactions, but the response takes weeks.
Order flow payments save money. Smaller brokerage firms can benefit from routing orders through market makers and getting paid. This allows brokerage firms to send their orders to another firm to be executed with other orders, reducing costs. The market maker or exchange benefits from additional share volume, so it pays brokerage firms to direct traffic.
Retail investors, who lack bargaining power, may benefit from order-filling competition. Arrangements to steer the business in one direction invite wrongdoing, which can erode investor confidence in financial markets and their players.
Pay-for-order-flow criticism
It has always been controversial. Several firms offering zero-commission trades in the late 1990s routed orders to untrustworthy market makers. During the end of fractional pricing, the smallest stock spread was $0.125. Options spreads widened. Traders found that some of their "free" trades cost them a lot because they weren't getting the best price.
The SEC then studied the issue, focusing on options trades, and nearly decided to ban PFOF. The proliferation of options exchanges narrowed spreads because there was more competition for executing orders. Options market makers said their services provided liquidity. In its conclusion, the report said, "While increased multiple-listing produced immediate economic benefits to investors in the form of narrower quotes and effective spreads, these improvements have been muted with the spread of payment for order flow and internalization."
The SEC allowed payment for order flow to continue to prevent exchanges from gaining monopoly power. What would happen to trades if the practice was outlawed was also unclear. SEC requires brokers to disclose financial arrangements with market makers. Since then, the SEC has watched closely.
2020 Order Flow Payment
Rule 605 and Rule 606 show execution quality and order flow payment statistics on a broker's website. Despite being required by the SEC, these reports can be hard to find. The SEC mandated these reports in 2005, but the format and reporting requirements have changed over the years, most recently in 2018.
Brokers and market makers formed a working group with the Financial Information Forum (FIF) to standardize order execution quality reporting. Only one retail brokerage (Fidelity) and one market maker remain (Two Sigma Securities). FIF notes that the 605/606 reports "do not provide the level of information that allows a retail investor to gauge how well a broker-dealer fills a retail order compared to the NBBO (national best bid or offer’) at the time the order was received by the executing broker-dealer."
In the first quarter of 2020, Rule 606 reporting changed to require brokers to report net payments from market makers for S&P 500 and non-S&P 500 equity trades and options trades. Brokers must disclose payment rates per 100 shares by order type (market orders, marketable limit orders, non-marketable limit orders, and other orders).
Richard Repetto, Managing Director of New York-based Piper Sandler & Co., publishes a report on Rule 606 broker reports. Repetto focused on Charles Schwab, TD Ameritrade, E-TRADE, and Robinhood in Q2 2020. Repetto reported that payment for order flow was higher in the second quarter than the first due to increased trading activity, and that options paid more than equities.
Repetto says PFOF contributions rose overall. Schwab has the lowest options rates, while TD Ameritrade and Robinhood have the highest. Robinhood had the highest equity rating. Repetto assumes Robinhood's ability to charge higher PFOF reflects their order flow profitability and that they receive a fixed rate per spread (vs. a fixed rate per share by the other brokers).
Robinhood's PFOF in equities and options grew the most quarter-over-quarter of the four brokers Piper Sandler analyzed, as did their implied volumes. All four brokers saw higher PFOF rates.
TD Ameritrade took the biggest income hit when cutting trading commissions in fall 2019, and this report shows they're trying to make up the shortfall by routing orders for additional PFOF. Robinhood refuses to disclose trading statistics using the same metrics as the rest of the industry, offering only a vague explanation on their website.
Summary
Payment for order flow has become a major source of revenue as brokers offer no-commission equity (stock and ETF) orders. For retail investors, payment for order flow poses a problem because the brokerage may route orders to a market maker for its own benefit, not the investor's.
Infrequent or small-volume traders may not notice their broker's PFOF practices. Frequent traders and those who trade larger quantities should learn about their broker's order routing system to ensure they're not losing out on price improvement due to a broker prioritizing payment for order flow.
This post is a summary. Read full article here
DC Palter
3 years ago
Is Venture Capital a Good Fit for Your Startup?
5 VC investment criteria
I reviewed 200 startup business concepts last week. Brainache.
The enterprises sold various goods and services. The concepts were achingly similar: give us money, we'll produce a product, then get more to expand. No different from daily plans and pitches.
Most of those 200 plans sounded plausible. But 10% looked venture-worthy. 90% of startups need alternatives to venture finance.
With the success of VC-backed businesses and the growth of venture funds, a common misperception is that investors would fund any decent company idea. Finding investors that believe in the firm and founders is the key to funding.
Incorrect. Venture capital needs investing in certain enterprises. If your startup doesn't match the model, as most early-stage startups don't, you can revise your business plan or locate another source of capital.
Before spending six months pitching angels and VCs, make sure your startup fits these criteria.
Likely to generate $100 million in sales
First, I check the income predictions in a pitch deck. If it doesn't display $100M, don't bother.
The math doesn't work for venture financing in smaller businesses.
Say a fund invests $1 million in a startup valued at $5 million that is later acquired for $20 million. That's a win everyone should celebrate. Most VCs don't care.
Consider a $100M fund. The fund must reach $360M in 7 years with a 20% return. Only 20-30 investments are possible. 90% of the investments will fail, hence the 23 winners must return $100M-$200M apiece. $15M isn't worth the work.
Angel investors and tiny funds use the same ideas as venture funds, but their smaller scale affects the calculations. If a company can support its growth through exit on less than $2M in angel financing, it must have $25M in revenues before large companies will consider acquiring it.
Aiming for Hypergrowth
A startup's size isn't enough. It must expand fast.
Developing a great business takes time. Complex technology must be constructed and tested, a nationwide expansion must be built, or production procedures must go from lab to pilot to factories. These can be enormous, world-changing corporations, but venture investment is difficult.
The normal 10-year venture fund life. Investments are made during first 3–4 years.. 610 years pass between investment and fund dissolution. Funds need their investments to exit within 5 years, 7 at the most, therefore add a safety margin.
Longer exit times reduce ROI. A 2-fold return in a year is excellent. Loss at 2x in 7 years.
Lastly, VCs must prove success to raise their next capital. The 2nd fund is raised from 1st fund portfolio increases. Third fund is raised using 1st fund's cash return. Fund managers must raise new money quickly to keep their jobs.
Branding or technology that is protected
No big firm will buy a startup at a high price if they can produce a competing product for less. Their development teams, consumer base, and sales and marketing channels are large. Who needs you?
Patents, specialist knowledge, or brand name are the only answers. The acquirer buys this, not the thing.
I've heard of several promising startups. It's not a decent investment if there's no exit strategy.
A company that installs EV charging stations in apartments and shopping areas is an example. It's profitable, repeatable, and big. A terrific company. Not a startup.
This building company's operations aren't secret. No technology to protect, no special information competitors can't figure out, no go-to brand name. Despite the immense possibilities, a large construction company would be better off starting their own.
Most venture businesses build products, not services. Services can be profitable but hard to safeguard.
Probable purchase at high multiple
Once a software business proves its value, acquiring it is easy. Pharma and medtech firms have given up on their own research and instead acquire startups after regulatory permission. Many startups, especially in specialized areas, have this weakness.
That doesn't mean any lucrative $25M-plus business won't be acquired. In many businesses, the venture model requires a high exit premium.
A startup invents a new glue. 3M, BASF, Henkel, and others may buy them. Adding more adhesive to their catalogs won't boost commerce. They won't compete to buy the business. They'll only buy a startup at a profitable price. The acquisition price represents a moderate EBITDA multiple.
The company's $100M revenue presumably yields $10m in profits (assuming they’ve reached profitability at all). A $30M-$50M transaction is likely. Not terrible, but not what venture investors want after investing $25M to create a plant and develop the business.
Private equity buys profitable companies for a moderate profit multiple. It's a good exit for entrepreneurs, but not for investors seeking 10x or more what PE firms pay. If a startup offers private equity as an exit, the conversation is over.
Constructed for purchase
The startup wants a high-multiple exit. Unless the company targets $1B in revenue and does an IPO, exit means acquisition.
If they're constructing the business for acquisition or themselves, founders must decide.
If you want an indefinitely-running business, I applaud you. We need more long-term founders. Most successful organizations are founded around consumer demands, not venture capital's urge to grow fast and exit. Not venture funding.
if you don't match the venture model, what to do
VC funds moonshots. The 10% that succeed are extraordinary. Not every firm is a rocketship, and launching the wrong startup into space, even with money, will explode.
But just because your startup won't make $100M in 5 years doesn't mean it's a bad business. Most successful companies don't follow this model. It's not venture capital-friendly.
Although venture capital gets the most attention due to a few spectacular triumphs (and disasters), it's not the only or even most typical option to fund a firm.
Other ways to support your startup:
Personal and family resources, such as credit cards, second mortgages, and lines of credit
bootstrapping off of sales
government funding and honors
Private equity & project financing
collaborating with a big business
Including a business partner
Before pitching angels and VCs, be sure your startup qualifies. If so, include them in your pitch.