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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
Jeff Scallop
3 years ago
The Age of Decentralized Capitalism and DeFi
DeCap is DeFi's killer app.
“Software is eating the world.” Marc Andreesen, venture capitalist
DeFi. Imagine a blockchain-based alternative financial system that offers the same products and services as traditional finance, but with more variety, faster, more secure, lower cost, and simpler access.
Decentralised finance (DeFi) is a marketplace without gatekeepers or central authority managing the flow of money, where customers engage directly with smart contracts running on a blockchain.
DeFi grew exponentially in 2020/21, with Total Value Locked (an inadequate estimate for market size) topping at $100 billion. After that, it crashed.
The accumulation of funds by individuals with high discretionary income during the epidemic, the novelty of crypto trading, and the high yields given (5% APY for stablecoins on established platforms to 100%+ for risky assets) are among the primary elements explaining this exponential increase.
No longer your older brothers DeFi
Since transactions are anonymous, borrowers had to overcollateralize DeFi 1.0. To borrow $100 in stablecoins, you must deposit $150 in ETH. DeFi 1.0's business strategy raises two problems.
Why does DeFi offer interest rates that are higher than those of the conventional financial system?;
Why would somebody put down more cash than they intended to borrow?
Maxed out on their own resources, investors took loans to acquire more crypto; the demand for those loans raised DeFi yields, which kept crypto prices increasing; as crypto prices rose, investors made a return on their positions, allowing them to deposit more money and borrow more crypto.
This is a bull market game. DeFi 1.0's overcollateralization speculation is dead. Cryptocrash sank it.
The “speculation by overcollateralisation” world of DeFi 1.0 is dead
At a JP Morgan digital assets conference, institutional investors were more interested in DeFi than crypto or fintech. To me, that shows DeFi 2.0's institutional future.
DeFi 2.0 protocols must handle KYC/AML, tax compliance, market abuse, and cybersecurity problems to be institutional-ready.
Stablecoins gaining market share under benign regulation and more CBDCs coming online in the next couple of years could help DeFi 2.0 separate from crypto volatility.
DeFi 2.0 will have a better footing to finally decouple from crypto volatility
Then we can transition from speculation through overcollateralization to DeFi's genuine comparative advantages: cheaper transaction costs, near-instant settlement, more efficient price discovery, faster time-to-market for financial innovation, and a superior audit trail.
Akin to Amazon for financial goods
Amazon decimated brick-and-mortar shops by offering millions of things online, warehouses by keeping just-in-time inventory, and back-offices by automating invoicing and payments. Software devoured retail. DeFi will eat banking with software.
DeFi is the Amazon for financial items that will replace fintech. Even the most advanced internet brokers offer only 100 currency pairings and limited bonds, equities, and ETFs.
Old banks settlement systems and inefficient, hard-to-upgrade outdated software harm them. For advanced gamers, it's like driving an F1 vehicle on dirt.
It is like driving a F1 car on a dirt road, for the most sophisticated players
Central bankers throughout the world know how expensive and difficult it is to handle cross-border payments using the US dollar as the reserve currency, which is vulnerable to the economic cycle and geopolitical tensions.
Decentralization is the only method to deliver 24h global financial markets. DeFi 2.0 lets you buy and sell startup shares like Google or Tesla. VC funds will trade like mutual funds. Or create a bundle coverage for your car, house, and NFTs. Defi 2.0 consumes banking and creates Global Wall Street.
Defi 2.0 is how software eats banking and delivers the global Wall Street
Decentralized Capitalism is Emerging
90% of markets are digital. 10% is hardest to digitalize. That's money creation, ID, and asset tokenization.
90% of financial markets are already digital. The only problem is that the 10% left is the hardest to digitalize
Debt helped Athens construct a powerful navy that secured trade routes. Bonds financed the Renaissance's wars and supply chains. Equity fueled industrial growth. FX drove globalization's payments system. DeFi's plans:
If the 20th century was a conflict between governments and markets over economic drivers, the 21st century will be between centralized and decentralized corporate structures.
Offices vs. telecommuting. China vs. onshoring/friendshoring. Oil & gas vs. diverse energy matrix. National vs. multilateral policymaking. DAOs vs. corporations Fiat vs. crypto. TradFi vs.
An age where the network effects of the sharing economy will overtake the gains of scale of the monopolistic competition economy
This is the dawn of Decentralized Capitalism (or DeCap), an age where the network effects of the sharing economy will reach a tipping point and surpass the scale gains of the monopolistic competition economy, further eliminating inefficiencies and creating a more robust economy through better data and automation. DeFi 2.0 enables this.
DeFi needs to pay the piper now.
DeCap won't be Web3.0's Shangri-La, though. That's too much for an ailing Atlas. When push comes to shove, DeFi folks want to survive and fight another day for the revolution. If feasible, make a tidy profit.
Decentralization wasn't meant to circumvent regulation. It circumvents censorship. On-ramp, off-ramp measures (control DeFi's entry and exit points, not what happens in between) sound like a good compromise for DeFi 2.0.
The sooner authorities realize that DeFi regulation is made ex-ante by writing code and constructing smart contracts with rules, the faster DeFi 2.0 will become the more efficient and safe financial marketplace.
More crucially, we must boost system liquidity. DeFi's financial stability risks are downplayed. DeFi must improve its liquidity management if it's to become mainstream, just as banks rely on capital constraints.
This reveals the complex and, frankly, inadequate governance arrangements for DeFi protocols. They redistribute control from tokenholders to developers, which is bad governance regardless of the economic model.
But crypto can only ride the existing banking system for so long before forming its own economy. DeFi will upgrade web2.0's financial rails till then.
Sam Hickmann
4 years ago
A quick guide to formatting your text on INTΞGRITY
[06/20/2022 update] We have now implemented a powerful text editor, but you can still use markdown.
Markdown:
Headers
SYNTAX:
# This is a heading 1
## This is a heading 2
### This is a heading 3
#### This is a heading 4
RESULT:
This is a heading 1
This is a heading 2
This is a heading 3
This is a heading 4
Emphasis
SYNTAX:
**This text will be bold**
~~Strikethrough~~
*You **can** combine them*
RESULT:
This text will be italic
This text will be bold
You can combine them
Images
SYNTAX:
RESULT:
Videos
SYNTAX:
https://www.youtube.com/watch?v=7KXGZAEWzn0
RESULT:
Links
SYNTAX:
[Int3grity website](https://www.int3grity.com)
RESULT:
Tweets
SYNTAX:
https://twitter.com/samhickmann/status/1503800505864130561
RESULT:
Blockquotes
SYNTAX:
> Human beings face ever more complex and urgent problems, and their effectiveness in dealing with these problems is a matter that is critical to the stability and continued progress of society. \- Doug Engelbart, 1961
RESULT:
Human beings face ever more complex and urgent problems, and their effectiveness in dealing with these problems is a matter that is critical to the stability and continued progress of society. - Doug Engelbart, 1961
Inline code
SYNTAX:
Text inside `backticks` on a line will be formatted like code.
RESULT:
Text inside backticks on a line will be formatted like code.
Code blocks
SYNTAX:
'''js
function fancyAlert(arg) {
if(arg) {
$.facebox({div:'#foo'})
}
}
'''
RESULT:
function fancyAlert(arg) {
if(arg) {
$.facebox({div:'#foo'})
}
}
Maths
We support LaTex to typeset math. We recommend reading the full documentation on the official website
SYNTAX:
$$[x^n+y^n=z^n]$$
RESULT:
[x^n+y^n=z^n]
Tables
SYNTAX:
| header a | header b |
| ---- | ---- |
| row 1 col 1 | row 1 col 2 |
RESULT:
| header a | header b | header c |
|---|---|---|
| row 1 col 1 | row 1 col 2 | row 1 col 3 |
Scott Hickmann
4 years ago
YouTube
This is a YouTube video:
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Will Lockett
3 years ago
The World Will Change With MIT's New Battery
It's cheaper, faster charging, longer lasting, safer, and better for the environment.
Batteries are the future. Next-gen and planet-saving technology, including solar power and EVs, require batteries. As these smart technologies become more popular, we find that our batteries can't keep up. Lithium-ion batteries are expensive, slow to charge, big, fast to decay, flammable, and not environmentally friendly. MIT just created a new battery that eliminates all of these problems. So, is this the battery of the future? Or is there a catch?
When I say entirely new, I mean it. This battery employs no currently available materials. Its electrodes are constructed of aluminium and pure sulfur instead of lithium-complicated ion's metals and graphite. Its electrolyte is formed of molten chloro-aluminate salts, not an organic solution with lithium salts like lithium-ion batteries.
How does this change in materials help?
Aluminum, sulfur, and chloro-aluminate salts are abundant, easy to acquire, and cheap. This battery might be six times cheaper than a lithium-ion battery and use less hazardous mining. The world and our wallets will benefit.
But don’t go thinking this means it lacks performance.
This battery charged in under a minute in tests. At 25 degrees Celsius, the battery will charge 25 times slower than at 110 degrees Celsius. This is because the salt, which has a very low melting point, is in an ideal state at 110 degrees and can carry a charge incredibly quickly. Unlike lithium-ion, this battery self-heats when charging and discharging, therefore no external heating is needed.
Anyone who's seen a lithium-ion battery burst might be surprised. Unlike lithium-ion batteries, none of the components in this new battery can catch fire. Thus, high-temperature charging and discharging speeds pose no concern.
These batteries are long-lasting. Lithium-ion batteries don't last long, as any iPhone owner can attest. During charging, metal forms a dendrite on the electrode. This metal spike will keep growing until it reaches the other end of the battery, short-circuiting it. This is why phone batteries only last a few years and why electric car range decreases over time. This new battery's molten salt slows deposition, extending its life. This helps the environment and our wallets.
These batteries are also energy dense. Some lithium-ion batteries have 270 Wh/kg energy density (volume and mass). Aluminum-sulfur batteries could have 1392 Wh/kg, according to calculations. They'd be 5x more energy dense. Tesla's Model 3 battery would weigh 96 kg instead of 480 kg if this battery were used. This would improve the car's efficiency and handling.
These calculations were for batteries without molten salt electrolyte. Because they don't reflect the exact battery chemistry, they aren't a surefire prediction.
This battery seems great. It will take years, maybe decades, before it reaches the market and makes a difference. Right?
Nope. The project's scientists founded Avanti to develop and market this technology.
So we'll soon be driving cheap, durable, eco-friendly, lightweight, and ultra-safe EVs? Nope.
This battery must be kept hot to keep the salt molten; otherwise, it won't work and will expand and contract, causing damage. This issue could be solved by packs that can rapidly pre-heat, but that project is far off.
Rapid and constant charge-discharge cycles make these batteries ideal for solar farms, homes, and EV charging stations. The battery is constantly being charged or discharged, allowing it to self-heat and maintain an ideal temperature.
These batteries aren't as sexy as those making EVs faster, more efficient, and cheaper. Grid batteries are crucial to our net-zero transition because they allow us to use more low-carbon energy. As we move away from fossil fuels, we'll need millions of these batteries, so the fact that they're cheap, safe, long-lasting, and environmentally friendly will be huge. Who knows, maybe EVs will use this technology one day. MIT has created another world-changing technology.
Alana Rister, Ph.D.
3 years ago
Don't rely on lessons you learned with a small audience.
My growth-killing mistake
When you initially start developing your audience, you need guidance.
What does my audience like? What do they not like? How can I grow more?
When I started writing two years ago, I inquired daily. Taking cues from your audience to develop more valuable content is a good concept, but it's simple to let them destroy your growth.
A small audience doesn't represent the full picture.
When I had fewer than 100 YouTube subscribers, I tried several video styles and topics. I looked to my audience for what to preserve and what to change.
If my views, click-through rate, or average view % dropped, that topic or style was awful. Avoiding that style helped me grow.
Vlogs, talking head videos on writing, and long-form tutorials didn't fare well.
Since I was small, I've limited the types of films I make. I have decided to make my own videos.
Surprisingly, the videos I avoided making meet or exceed my views, CTR, and audience retention.
A limited audience can't tell you what your tribe wants. Therefore, limiting your innovation will prohibit you from reaching the right audience. Finding them may take longer.
Large Creators Experience The Same Issue
In the last two years, I've heard Vanessa Lau and Cathrin Manning say they felt pigeonholed into generating videos they didn't want to do.
Why does this happen over and over again?
Once you have a popular piece of content, your audience will grow. So when you publish inconsistent material, fewer of your new audience will view it. You interpret the drop in views as a sign that your audience doesn't want the content, so you stop making it.
Repeat this procedure a few times, and you'll create stuff you're not passionate about because you're frightened to publish it.
How to Manage Your Creativity and Audience Development
I'm not recommending you generate random content.
Instead of feeling trapped by your audience, you can cultivate a diverse audience.
Create quality material on a range of topics and styles as you improve. Be creative until you get 100 followers. Look for comments on how to improve your article.
If you observe trends in the types of content that expand your audience, focus 50-75% of your material on those trends. Allow yourself to develop 25% non-performing material.
This method can help you expand your audience faster with your primary trends and like all your stuff. Slowly, people will find 25% of your material, which will boost its performance.
How to Expand Your Audience Without Having More Limited Content
Follow these techniques to build your audience without feeling confined.
Don't think that you need restrict yourself to what your limited audience prefers.
Don't let the poor performance of your desired material demotivate you.
You shouldn't restrict the type of content you publish or the themes you cover when you have less than 100 followers.
When your audience expands, save 25% of your content for your personal interests, regardless of how well it does.
Jim Clyde Monge
3 years ago
Can You Sell Images Created by AI?
Some AI-generated artworks sell for enormous sums of money.
But can you sell AI-Generated Artwork?
Simple answer: yes.
However, not all AI services enable allow usage and redistribution of images.
Let's check some of my favorite AI text-to-image generators:
Dall-E2 by OpenAI
The AI art generator Dall-E2 is powerful. Since it’s still in beta, you can join the waitlist here.
OpenAI DOES NOT allow the use and redistribution of any image for commercial purposes.
Here's the policy as of April 6, 2022.
Here are some images from Dall-E2’s webpage to show its art quality.
Several Reddit users reported receiving pricing surveys from OpenAI.
This suggests the company may bring out a subscription-based tier and a commercial license to sell images soon.
MidJourney
I like Midjourney's art generator. It makes great AI images. Here are some samples:
Standard Licenses are available for $10 per month.
Standard License allows you to use, copy, modify, merge, publish, distribute, and/or sell copies of the images, except for blockchain technologies.
If you utilize or distribute the Assets using blockchain technology, you must pay MidJourney 20% of revenue above $20,000 a month or engage in an alternative agreement.
Here's their copyright and trademark page.
Dream by Wombo
Dream is one of the first public AI art generators.
This AI program is free, easy to use, and Wombo gives a royalty-free license to copy or share artworks.
Users own all artworks generated by the tool. Including all related copyrights or intellectual property rights.
Here’s Wombos' intellectual property policy.
Final Reflections
AI is creating a new sort of art that's selling well. It’s becoming popular and valued, despite some skepticism.
Now that you know MidJourney and Wombo let you sell AI-generated art, you need to locate buyers. There are several ways to achieve this, but that’s for another story.