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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
Faisal Khan
2 years ago
4 typical methods of crypto market manipulation
Market fraud
Due to its decentralized and fragmented character, the crypto market has integrity difficulties.
Cryptocurrencies are an immature sector, therefore market manipulation becomes a bigger issue. Many research have attempted to uncover these abuses. CryptoCompare's newest one highlights some of the industry's most typical scams.
Why are these concerns so common in the crypto market? First, even the largest centralized exchanges remain unregulated due to industry immaturity. A low-liquidity market segment makes an attack more harmful. Finally, market surveillance solutions not implemented reduce transparency.
In CryptoCompare's latest exchange benchmark, 62.4% of assessed exchanges had a market surveillance system, although only 18.1% utilised an external solution. To address market integrity, this measure must improve dramatically. Before discussing the report's malpractices, note that this is not a full list of attacks and hacks.
Clean Trading
An investor buys and sells concurrently to increase the asset's price. Centralized and decentralized exchanges show this misconduct. 23 exchanges have a volume-volatility correlation < 0.1 during the previous 100 days, according to CryptoCompares. In August 2022, Exchange A reported $2.5 trillion in artificial and/or erroneous volume, up from $33.8 billion the month before.
Spoofing
Criminals create and cancel fake orders before they can be filled. Since manipulators can hide in larger trading volumes, larger exchanges have more spoofing. A trader placed a 20.8 BTC ask order at $19,036 when BTC was trading at $19,043. BTC declined 0.13% to $19,018 in a minute. At 18:48, the trader canceled the ask order without filling it.
Front-Running
Most cryptocurrency front-running involves inside trading. Traditional stock markets forbid this. Since most digital asset information is public, this is harder. Retailers could utilize bots to front-run.
CryptoCompare found digital wallets of people who traded like insiders on exchange listings. The figure below shows excess cumulative anomalous returns (CAR) before a coin listing on an exchange.
Finally, LAYERING is a sequence of spoofs in which successive orders are put along a ladder of greater (layering offers) or lower (layering bids) values. The paper concludes with recommendations to mitigate market manipulation. Exchange data transparency, market surveillance, and regulatory oversight could reduce manipulative tactics.
Ajay Shrestha
2 years ago
Bitcoin's technical innovation: addressing the issue of the Byzantine generals
The 2008 Bitcoin white paper solves the classic computer science consensus problem.
Issue Statement
The Byzantine Generals Problem (BGP) is called after an allegory in which several generals must collaborate and attack a city at the same time to win (figure 1-left). Any general who retreats at the last minute loses the fight (figure 1-right). Thus, precise messengers and no rogue generals are essential. This is difficult without a trusted central authority.
In their 1982 publication, Leslie Lamport, Robert Shostak, and Marshall Please termed this topic the Byzantine Generals Problem to simplify distributed computer systems.
Consensus in a distributed computer network is the issue. Reaching a consensus on which systems work (and stay in the network) and which don't makes maintaining a network tough (i.e., needs to be removed from network). Challenges include unreliable communication routes between systems and mis-reporting systems.
Solving BGP can let us construct machine learning solutions without single points of failure or trusted central entities. One server hosts model parameters while numerous workers train the model. This study describes fault-tolerant Distributed Byzantine Machine Learning.
Bitcoin invented a mechanism for a distributed network of nodes to agree on which transactions should go into the distributed ledger (blockchain) without a trusted central body. It solved BGP implementation. Satoshi Nakamoto, the pseudonymous bitcoin creator, solved the challenge by cleverly combining cryptography and consensus mechanisms.
Disclaimer
This is not financial advice. It discusses a unique computer science solution.
Bitcoin
Bitcoin's white paper begins:
“A purely peer-to-peer version of electronic cash would allow online payments to be sent directly from one party to another without going through a financial institution.” Source: https://www.ussc.gov/sites/default/files/pdf/training/annual-national-training-seminar/2018/Emerging_Tech_Bitcoin_Crypto.pdf
Bitcoin's main parts:
The open-source and versioned bitcoin software that governs how nodes, miners, and the bitcoin token operate.
The native kind of token, known as a bitcoin token, may be created by mining (up to 21 million can be created), and it can be transferred between wallet addresses in the bitcoin network.
Distributed Ledger, which contains exact copies of the database (or "blockchain") containing each transaction since the first one in January 2009.
distributed network of nodes (computers) running the distributed ledger replica together with the bitcoin software. They broadcast the transactions to other peer nodes after validating and accepting them.
Proof of work (PoW) is a cryptographic requirement that must be met in order for a miner to be granted permission to add a new block of transactions to the blockchain of the cryptocurrency bitcoin. It takes the form of a valid hash digest. In order to produce new blocks on average every 10 minutes, Bitcoin features a built-in difficulty adjustment function that modifies the valid hash requirement (length of nonce). PoW requires a lot of energy since it must continually generate new hashes at random until it satisfies the criteria.
The competing parties known as miners carry out continuous computing processing to address recurrent cryptography issues. Transaction fees and some freshly minted (mined) bitcoin are the rewards they receive. The amount of hashes produced each second—or hash rate—is a measure of mining capacity.
Cryptography, decentralization, and the proof-of-work consensus method are Bitcoin's most unique features.
Bitcoin uses encryption
Bitcoin employs this established cryptography.
Hashing
digital signatures based on asymmetric encryption
Hashing (SHA-256) (SHA-256)
Hashing converts unique plaintext data into a digest. Creating the plaintext from the digest is impossible. Bitcoin miners generate new hashes using SHA-256 to win block rewards.
A new hash is created from the current block header and a variable value called nonce. To achieve the required hash, mining involves altering the nonce and re-hashing.
The block header contains the previous block hash and a Merkle root, which contains hashes of all transactions in the block. Thus, a chain of blocks with increasing hashes links back to the first block. Hashing protects new transactions and makes the bitcoin blockchain immutable. After a transaction block is mined, it becomes hard to fabricate even a little entry.
Asymmetric Cryptography Digital Signatures
Asymmetric cryptography (public-key encryption) requires each side to have a secret and public key. Public keys (wallet addresses) can be shared with the transaction party, but private keys should not. A message (e.g., bitcoin payment record) can only be signed by the owner (sender) with the private key, but any node or anybody with access to the public key (visible in the blockchain) can verify it. Alex will submit a digitally signed transaction with a desired amount of bitcoin addressed to Bob's wallet to a node to send bitcoin to Bob. Alex alone has the secret keys to authorize that amount. Alex's blockchain public key allows anyone to verify the transaction.
Solution
Now, apply bitcoin to BGP. BGP generals resemble bitcoin nodes. The generals' consensus is like bitcoin nodes' blockchain block selection. Bitcoin software on all nodes can:
Check transactions (i.e., validate digital signatures)
2. Accept and propagate just the first miner to receive the valid hash and verify it accomplished the task. The only way to guess the proper hash is to brute force it by repeatedly producing one with the fixed/current block header and a fresh nonce value.
Thus, PoW and a dispersed network of nodes that accept blocks from miners that solve the unfalsifiable cryptographic challenge solve consensus.
Suppose:
Unreliable nodes
Unreliable miners
Bitcoin accepts the longest chain if rogue nodes cause divergence in accepted blocks. Thus, rogue nodes must outnumber honest nodes in accepting/forming the longer chain for invalid transactions to reach the blockchain. As of November 2022, 7000 coordinated rogue nodes are needed to takeover the bitcoin network.
Dishonest miners could also try to insert blocks with falsified transactions (double spend, reverse, censor, etc.) into the chain. This requires over 50% (51% attack) of miners (total computational power) to outguess the hash and attack the network. Mining hash rate exceeds 200 million (source). Rewards and transaction fees encourage miners to cooperate rather than attack. Quantum computers may become a threat.
Visit my Quantum Computing post.
Quantum computers—what are they? Quantum computers will have a big influence. towardsdatascience.com
Nodes have more power than miners since they can validate transactions and reject fake blocks. Thus, the network is secure if honest nodes are the majority.
Summary
Table 1 compares three Byzantine Generals Problem implementations.
Bitcoin white paper and implementation solved the consensus challenge of distributed systems without central governance. It solved the illusive Byzantine Generals Problem.
Resources
Resources
Source-code for Bitcoin Core Software — https://github.com/bitcoin/bitcoin
Bitcoin white paper — https://bitcoin.org/bitcoin.pdf
https://www.microsoft.com/en-us/research/publication/byzantine-generals-problem/
https://www.microsoft.com/en-us/research/uploads/prod/2016/12/The-Byzantine-Generals-Problem.pdf
Genuinely Distributed Byzantine Machine Learning, El-Mahdi El-Mhamdi et al., 2020. ACM, New York, NY, https://doi.org/10.1145/3382734.3405695
Vitalik
3 years ago
An approximate introduction to how zk-SNARKs are possible (part 2)
If tasked with the problem of coming up with a zk-SNARK protocol, many people would make their way to this point and then get stuck and give up. How can a verifier possibly check every single piece of the computation, without looking at each piece of the computation individually? But it turns out that there is a clever solution.
Polynomials
Polynomials are a special class of algebraic expressions of the form:
- x+5
- x^4
- x^3+3x^2+3x+1
- 628x^{271}+318x^{270}+530x^{269}+…+69x+381
i.e. they are a sum of any (finite!) number of terms of the form cx^k
There are many things that are fascinating about polynomials. But here we are going to zoom in on a particular one: polynomials are a single mathematical object that can contain an unbounded amount of information (think of them as a list of integers and this is obvious). The fourth example above contained 816 digits of tau, and one can easily imagine a polynomial that contains far more.
Furthermore, a single equation between polynomials can represent an unbounded number of equations between numbers. For example, consider the equation A(x)+ B(x) = C(x). If this equation is true, then it's also true that:
- A(0)+B(0)=C(0)
- A(1)+B(1)=C(1)
- A(2)+B(2)=C(2)
- A(3)+B(3)=C(3)
And so on for every possible coordinate. You can even construct polynomials to deliberately represent sets of numbers so you can check many equations all at once. For example, suppose that you wanted to check:
- 12+1=13
- 10+8=18
- 15+8=23
- 15+13=28
You can use a procedure called Lagrange interpolation to construct polynomials A(x) that give (12,10,15,15) as outputs at some specific set of coordinates (eg. (0,1,2,3)), B(x) the outputs (1,8,8,13) on thos same coordinates, and so forth. In fact, here are the polynomials:
- A(x)=-2x^3+\frac{19}{2}x^2-\frac{19}{2}x+12
- B(x)=2x^3-\frac{19}{2}x^2+\frac{29}{2}x+1
- C(x)=5x+13
Checking the equation A(x)+B(x)=C(x) with these polynomials checks all four above equations at the same time.
Comparing a polynomial to itself
You can even check relationships between a large number of adjacent evaluations of the same polynomial using a simple polynomial equation. This is slightly more advanced. Suppose that you want to check that, for a given polynomial F, F(x+2)=F(x)+F(x+1) with the integer range {0,1…89} (so if you also check F(0)=F(1)=1, then F(100) would be the 100th Fibonacci number)
As polynomials, F(x+2)-F(x+1)-F(x) would not be exactly zero, as it could give arbitrary answers outside the range x={0,1…98}. But we can do something clever. In general, there is a rule that if a polynomial P is zero across some set S=\{x_1,x_2…x_n\} then it can be expressed as P(x)=Z(x)*H(x), where Z(x)=(x-x_1)*(x-x_2)*…*(x-x_n) and H(x) is also a polynomial. In other words, any polynomial that equals zero across some set is a (polynomial) multiple of the simplest (lowest-degree) polynomial that equals zero across that same set.
Why is this the case? It is a nice corollary of polynomial long division: the factor theorem. We know that, when dividing P(x) by Z(x), we will get a quotient Q(x) and a remainder R(x) is strictly less than that of Z(x). Since we know that P is zero on all of S, it means that R has to be zero on all of S as well. So we can simply compute R(x) via polynomial interpolation, since it's a polynomial of degree at most n-1 and we know n values (the zeros at S). Interpolating a polynomial with all zeroes gives the zero polynomial, thus R(x)=0 and H(x)=Q(x).
Going back to our example, if we have a polynomial F that encodes Fibonacci numbers (so F(x+2)=F(x)+F(x+1) across x=\{0,1…98\}), then I can convince you that F actually satisfies this condition by proving that the polynomial P(x)=F(x+2)-F(x+1)-F(x) is zero over that range, by giving you the quotient:
H(x)=\frac{F(x+2)-F(x+1)-F(x)}{Z(x)}
Where Z(x) = (x-0)*(x-1)*…*(x-98).
You can calculate Z(x) yourself (ideally you would have it precomputed), check the equation, and if the check passes then F(x) satisfies the condition!
Now, step back and notice what we did here. We converted a 100-step-long computation into a single equation with polynomials. Of course, proving the N'th Fibonacci number is not an especially useful task, especially since Fibonacci numbers have a closed form. But you can use exactly the same basic technique, just with some extra polynomials and some more complicated equations, to encode arbitrary computations with an arbitrarily large number of steps.
see part 3
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Hector de Isidro
3 years ago
Why can't you speak English fluently even though you understand it?
Many of us have struggled for years to master a second language (in my case, English). Because (at least in my situation) we've always used an input-based system or method.
I'll explain in detail, but briefly: We can understand some conversations or sentences (since we've trained), but we can't give sophisticated answers or speak fluently (because we have NOT trained at all).
What exactly is input-based learning?
Reading, listening, writing, and speaking are key language abilities (if you look closely at that list, it seems that people tend to order them in this way: inadvertently giving more priority to the first ones than to the last ones).
These talents fall under two learning styles:
Reading and listening are input-based activities (sometimes referred to as receptive skills or passive learning).
Writing and speaking are output-based tasks (also known as the productive skills and/or active learning).
What's the best learning style? To learn a language, we must master four interconnected skills. The difficulty is how much time and effort we give each.
According to Shion Kabasawa's books The Power of Input: How to Maximize Learning and The Power of Output: How to Change Learning to Outcome (available only in Japanese), we spend 7:3 more time on Input Based skills than Output Based skills when we should be doing the opposite, leaning more towards Output (Input: Output->3:7).
I can't tell you how he got those numbers, but I think he's not far off because, for example, think of how many people say they're learning a second language and are satisfied bragging about it by only watching TV, series, or movies in VO (and/or reading a book or whatever) their Input is: 7:0 output!
You can't be good at a sport by watching TikTok videos about it; you must play.
“being pushed to produce language puts learners in a better position to notice the ‘gaps’ in their language knowledge”, encouraging them to ‘upgrade’ their existing interlanguage system. And, as they are pushed to produce language in real time and thereby forced to automate low-level operations by incorporating them into higher-level routines, it may also contribute to the development of fluency. — Scott Thornbury (P is for Push)
How may I practice output-based learning more?
I know that listening or reading is easy and convenient because we can do it on our own in a wide range of situations, even during another activity (although, as you know, it's not ideal), writing can be tedious/boring (it's funny that we almost always excuse ourselves in the lack of ideas), and speaking requires an interlocutor. But we must leave our comfort zone and modify our thinking to go from 3:7 to 7:3. (or at least balance it better to something closer). Gradually.
“You don’t have to do a lot every day, but you have to do something. Something. Every day.” — Callie Oettinger (Do this every day)
We can practice speaking like boxers shadow box.
Speaking out loud strengthens the mind-mouth link (otherwise, you will still speak fluently in your mind but you will choke when speaking out loud). This doesn't mean we should talk to ourselves on the way to work, while strolling, or on public transportation. We should try to do it without disturbing others, such as explaining what we've heard, read, or seen (the list is endless: you can TALK about what happened yesterday, your bedtime book, stories you heard at the office, that new kitten video you saw on Instagram, an experience you had, some new fact, that new boring episode you watched on Netflix, what you ate, what you're going to do next, your upcoming vacation, what’s trending, the news of the day)
Who will correct my grammar, vocabulary, or pronunciation with an imagined friend? We can't have everything, but tools and services can help [1].
Lack of bravery
Fear of speaking a language different than one's mother tongue in front of native speakers is global. It's easier said than done, because strangers, not your friends, will always make fun of your accent or faults. Accept it and try again. Karma will prevail.
Perfectionism is a trap. Stop self-sabotaging. Communication is key (and for that you have to practice the Output too ).
“Don’t forget to have fun and enjoy the process.” — Ruri Ohama
[1] Grammarly, Deepl, Google Translate, etc.
Alex Mathers
24 years ago
400 articles later, nobody bothered to read them.
Writing for readers:
14 years of daily writing.
I post practically everything on social media. I authored hundreds of articles, thousands of tweets, and numerous volumes to almost no one.
Tens of thousands of readers regularly praise me.
I despised writing. I'm stuck now.
I've learned what readers like and what doesn't.
Here are some essential guidelines for writing with impact:
Readers won't understand your work if you can't.
Though obvious, this slipped me up. Share your truths.
Stories engage human brains.
Showing the journey of a person from worm to butterfly inspires the human spirit.
Overthinking hinders powerful writing.
The best ideas come from inner understanding in between thoughts.
Avoid writing to find it. Write.
Writing a masterpiece isn't motivating.
Write for five minutes to simplify. Step-by-step, entertaining, easy steps.
Good writing requires a willingness to make mistakes.
So write loads of garbage that you can edit into a good piece.
Courageous writing.
A courageous story will move readers. Personal experience is best.
Go where few dare.
Templates, outlines, and boundaries help.
Limitations enhance writing.
Excellent writing is straightforward and readable, removing all the unnecessary fat.
Use five words instead of nine.
Use ordinary words instead of uncommon ones.
Readers desire relatability.
Too much perfection will turn it off.
Write to solve an issue if you can't think of anything to write.
Instead, read to inspire. Best authors read.
Every tweet, thread, and novel must have a central idea.
What's its point?
This can make writing confusing.
️ Don't direct your reader.
Readers quit reading. Demonstrate, describe, and relate.
Even if no one responds, have fun. If you hate writing it, the reader will too.
Mircea Iosif
3 years ago
How To Start An Online Business That Will Be Profitable Without Investing A Lot Of Time
Don't know how to start an online business? Here's a guide. By following these recommendations, you can build a lucrative and profitable online business.
What Are Online Businesses Used For?
Most online businesses are websites. A self-created, self-managed website. You may sell things and services online.
To establish an internet business, you must locate a host and set up accounts with numerous companies. Once your accounts are set up, you may start publishing content and selling products or services.
How to Make Money from Your Online Business
Advertising and marketing are the best ways to make money online. You must develop strategies to contact new customers and generate leads. Make sure your website is search engine optimized so people can find you online.
Top 5 Online Business Tips for Startups:
1. Know your target audience's needs.
2. Make your website as appealing as possible.
3. Generate leads and sales with marketing.
4. Track your progress and learn from your mistakes to improve.
5. Be prepared to expand into new markets or regions.
How to Launch a Successful Online Business Without Putting in a Lot of Work
Build with a solid business model to start a profitable online business. By using these tips, you can start your online business without paying much.
First, develop a user-friendly website. You can use an internet marketing platform or create your own website. Once your website is live, optimize it for search engines and add relevant content.
Second, sell online. This can be done through ads or direct sales to website visitors. Finally, use social media to advertise your internet business. By accomplishing these things, you'll draw visitors to your website and make money.
When launching a business, invest long-term. This involves knowing your goals and how you'll pay for them. Volatility can have several effects on your business. If you offer things online, you may need to examine if the market is ready for them.
Invest wisely
Investing all your money in one endeavor can lead to too much risk and little ROI. Diversify your investments to take advantage of all available chances. So, your investments won't encounter unexpected price swings and you'll be immune to economic upheavals.
Financial news updates
When launching or running a thriving online business, financial news is crucial. By knowing current trends and upcoming developments, you can keep your business lucrative.
Keeping up with financial news can also help you avoid potential traps that could harm your bottom line. If you don't know about new legislation that could affect your industry, potential customers may choose another store when they learn about your business's problems.
Volatility ahead
You should expect volatility in the financial sector. Without a plan for coping with volatility, you could run into difficulty. If your organization relies on client input, you may not be able to exploit customer behavior shifts.
Your company could go bankrupt if you don't understand how fickle the stock market can be. By preparing for volatility, you can ensure your organization survives difficult times and market crashes.
Conclusion
Many internet businesses can be profitable. Start quickly with a few straightforward steps. Diversify your investments, follow financial news, and be prepared for volatility to develop a successful business.
Thanks for reading!