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Nathan Reiff

Nathan Reiff

3 years ago

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:

  1. An investment of money
  2. n a common enterprise
  3. With the expectation of profit
  4. 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

Isaac Benson

Isaac Benson

3 years ago

What's the difference between Proof-of-Time and Proof-of-History?

Blockchain validates transactions with consensus algorithms. Bitcoin and Ethereum use Proof-of-Work, while Polkadot and Cardano use Proof-of-Stake.

Other consensus protocols are used to verify transactions besides these two. This post focuses on Proof-of-Time (PoT), used by Analog, and Proof-of-History (PoH), used by Solana as a hybrid consensus protocol.

PoT and PoH may seem similar to users, but they are actually very different protocols.

Proof-of-Time (PoT)

Analog developed Proof-of-Time (PoT) based on Delegated Proof-of-Stake (DPoS). Users select "delegates" to validate the next block in DPoS. PoT uses a ranking system, and validators stake an equal amount of tokens. Validators also "self-select" themselves via a verifiable random function."

The ranking system gives network validators a performance score, with trustworthy validators with a long history getting higher scores. System also considers validator's fixed stake. PoT's ledger is called "Timechain."

Voting on delegates borrows from DPoS, but there are changes. PoT's first voting stage has validators (or "time electors" putting forward a block to be included in the ledger).

Validators are chosen randomly based on their ranking score and fixed stake. One validator is chosen at a time using a Verifiable Delay Function (VDF).

Validators use a verifiable delay function to determine if they'll propose a Timechain block. If chosen, they validate the transaction and generate a VDF proof before submitting both to other Timechain nodes.

This leads to the second process, where the transaction is passed through 1,000 validators selected using the same method. Each validator checks the transaction to ensure it's valid.

If the transaction passes, validators accept the block, and if over 2/3 accept it, it's added to the Timechain.

Proof-of-History (PoH)

Proof-of-History is a consensus algorithm that proves when a transaction occurred. PoH uses a VDF to verify transactions, like Proof-of-Time. Similar to Proof-of-Work, VDFs use a lot of computing power to calculate but little to verify transactions, similar to (PoW).

This shows users and validators how long a transaction took to verify.

PoH uses VDFs to verify event intervals. This process uses cryptography to prevent determining output from input.

The outputs of one transaction are used as inputs for the next. Timestamps record the inputs' order. This checks if data was created before an event.

PoT vs. PoH

PoT and PoH differ in that:

  • PoT uses VDFs to select validators (or time electors), while PoH measures time between events.

  • PoH uses a VDF to validate transactions, while PoT uses a ranking system.

  • PoT's VDF-elected validators verify transactions proposed by a previous validator. PoH uses a VDF to validate transactions and data.

Conclusion

Both Proof-of-Time (PoT) and Proof-of-History (PoH) validate blockchain transactions differently. PoT uses a ranking system to randomly select validators to verify transactions.

PoH uses a Verifiable Delay Function to validate transactions, verify how much time has passed between two events, and allow validators to quickly verify a transaction without malicious actors knowing the input.

Sam Bourgi

Sam Bourgi

3 years ago

NFT was used to serve a restraining order on an anonymous hacker.

The international law firm Holland & Knight used an NFT built and airdropped by its asset recovery team to serve a defendant in a hacking case.

The law firms Holland & Knight and Bluestone used a nonfungible token to serve a defendant in a hacking case with a temporary restraining order, marking the first documented legal process assisted by an NFT.

The so-called "service token" or "service NFT" was served to an unknown defendant in a hacking case involving LCX, a cryptocurrency exchange based in Liechtenstein that was hacked for over $8 million in January. The attack compromised the platform's hot wallets, resulting in the loss of Ether (ETH), USD Coin (USDC), and other cryptocurrencies, according to Cointelegraph at the time.

On June 7, LCX claimed that around 60% of the stolen cash had been frozen, with investigations ongoing in Liechtenstein, Ireland, Spain, and the United States. Based on a court judgment from the New York Supreme Court, Centre Consortium, a company created by USDC issuer Circle and crypto exchange Coinbase, has frozen around $1.3 million in USDC.

The monies were laundered through Tornado Cash, according to LCX, but were later tracked using "algorithmic forensic analysis." The organization was also able to identify wallets linked to the hacker as a result of the investigation.

In light of these findings, the law firms representing LCX, Holland & Knight and Bluestone, served the unnamed defendant with a temporary restraining order issued on-chain using an NFT. According to LCX, this system "was allowed by the New York Supreme Court and is an example of how innovation can bring legitimacy and transparency to a market that some say is ungovernable."

Langston Thomas

3 years ago

A Simple Guide to NFT Blockchains

Ethereum's blockchain rules NFTs. Many consider it the one-stop shop for NFTs, and it's become the most talked-about and trafficked blockchain in existence.

Other blockchains are becoming popular in NFTs. Crypto-artists and NFT enthusiasts have sought new places to mint and trade NFTs due to Ethereum's high transaction costs and environmental impact.

When choosing a blockchain to mint on, there are several factors to consider. Size, creator costs, consumer spending habits, security, and community input are important. We've created a high-level summary of blockchains for NFTs to help clarify the fast-paced world of web3 tech.

Ethereum

Ethereum currently has the most NFTs. It's decentralized and provides financial and legal services without intermediaries. It houses popular NFT marketplaces (OpenSea), projects (CryptoPunks and the Bored Ape Yacht Club), and artists (Pak and Beeple).

It's also expensive and energy-intensive. This is because Ethereum works using a Proof-of-Work (PoW) mechanism. PoW requires computers to solve puzzles to add blocks and transactions to the blockchain. Solving these puzzles requires a lot of computer power, resulting in astronomical energy loss.

You should consider this blockchain first due to its popularity, security, decentralization, and ease of use.

Solana

Solana is a fast programmable blockchain. Its proof-of-history and proof-of-stake (PoS) consensus mechanisms eliminate complex puzzles. Reduced validation times and fees result.

PoS users stake their cryptocurrency to become a block validator. Validators get SOL. This encourages and rewards users to become stakers. PoH works with PoS to cryptographically verify time between events. Solana blockchain ensures transactions are in order and found by the correct leader (validator).

Solana's PoS and PoH mechanisms keep transaction fees and times low. Solana isn't as popular as Ethereum, so there are fewer NFT marketplaces and blockchain traders.

Tezos

Tezos is a greener blockchain. Tezos rose in 2021. Hic et Nunc was hailed as an economic alternative to Ethereum-centric marketplaces until Nov. 14, 2021.

Similar to Solana, Tezos uses a PoS consensus mechanism and only a PoS mechanism to reduce computational work. This blockchain uses two million times less energy than Ethereum. It's cheaper than Ethereum (but does cost more than Solana).

Tezos is a good place to start minting NFTs in bulk. Objkt is the largest Tezos marketplace.

Flow

Flow is a high-performance blockchain for NFTs, games, and decentralized apps (dApps). Flow is built with scalability in mind, so billions of people could interact with NFTs on the blockchain.

Flow became the NBA's blockchain partner in 2019. Flow, a product of Dapper labs (the team behind CryptoKitties), launched and hosts NBA Top Shot, making the blockchain integral to the popularity of non-fungible tokens.

Flow uses PoS to verify transactions, like Tezos. Developers are working on a model to handle 10,000 transactions per second on the blockchain. Low transaction fees.

Flow NFTs are tradeable on Blocktobay, OpenSea, Rarible, Foundation, and other platforms. NBA, NFL, UFC, and others have launched NFT marketplaces on Flow. Flow isn't as popular as Ethereum, resulting in fewer NFT marketplaces and blockchain traders.

Asset Exchange (WAX)

WAX is king of virtual collectibles. WAX is popular for digitalized versions of legacy collectibles like trading cards, figurines, memorabilia, etc.

Wax uses a PoS mechanism, but also creates carbon offset NFTs and partners with Climate Care. Like Flow, WAX transaction fees are low, and network fees are redistributed to the WAX community as an incentive to collectors.

WAX marketplaces host Topps, NASCAR, Hot Wheels, and cult classic film franchises like Godzilla, The Princess Bride, and Spiderman.

Binance Smart Chain

BSC is another good option for balancing fees and performance. High-speed transactions and low fees hurt decentralization. BSC is most centralized.

Binance Smart Chain uses Proof of Staked Authority (PoSA) to support a short block time and low fees. The 21 validators needed to run the exchange switch every 24 hours. 11 of the 21 validators are directly connected to the Binance Crypto Exchange, according to reports.

While many in the crypto and NFT ecosystems dislike centralization, the BSC NFT market picked up speed in 2021. OpenBiSea, AirNFTs, JuggerWorld, and others are gaining popularity despite not having as robust an ecosystem as Ethereum.

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Alison Randel

Alison Randel

3 years ago

Raising the Bar on Your 1:1s

Photo by Anotia Wang @anotia

Managers spend much time in 1:1s. Most team members meet with supervisors regularly. 1:1s can help create relationships and tackle tough topics. Few appreciate the 1:1 format's potential. Most of the time, that potential is spent on small talk, surface-level updates, and ranting (Ugh, the marketing team isn’t stepping up the way I want them to).

What if you used that time to have deeper conversations and important insights? What if change was easy?

This post introduces a new 1:1 format to help you dive deeper, faster, and develop genuine relationships without losing impact.

A 1:1 is a chat, you would assume. Why use structure to talk to a coworker? Go! I know how to talk to people. I can write. I've always written. Also, This article was edited by Zoe.

Before you discard something, ask yourself if there's a good reason not to try anything new. Is the 1:1 only a talk, or do you want extra benefits? Try the steps below to discover more.

I. Reflection (5 minutes)

Context-free, broad comments waste time and are useless. Instead, give team members 5 minutes to write these 3 prompts.

  1. What's effective?

  2. What is decent but could be improved?

  3. What is broken or missing?

Why these? They encourage people to be honest about all their experiences. Answering these questions helps people realize something isn't working. These prompts let people consider what's working.

Why take notes? Because you get more in less time. Will you feel awkward sitting quietly while your coworker writes? Probably. Persevere. Multi-task. Take a break from your afternoon meeting marathon. Any awkwardness will pay off.

What happens? After a few minutes of light conversation, create a template like the one given here and have team members fill in their replies. You can pre-share the template (with the caveat that this isn’t meant to take much prep time). Do this with your coworker: Answer the prompts. Everyone can benefit from pondering and obtaining guidance.

This step's output.

Part II: Talk (10-20 minutes)

Most individuals can explain what they see but not what's behind an answer. You don't like a meeting. Why not? Marketing partnership is difficult. What makes working with them difficult? I don't recommend slandering coworkers. Consider how your meetings, decisions, and priorities make work harder. The excellent stuff too. You want to know what's humming so you can reproduce the magic.

First, recognize some facts.

  • Real power dynamics exist. To encourage individuals to be honest, you must provide a safe environment and extend clear invites. Even then, it may take a few 1:1s for someone to feel secure enough to go there in person. It is part of your responsibility to admit that it is normal.

  • Curiosity and self-disclosure are crucial. Most leaders have received training to present themselves as the authorities. However, you will both benefit more from the dialogue if you can be open and honest about your personal experience, ask questions out of real curiosity, and acknowledge the pertinent sacrifices you're making as a leader.

  • Honesty without bias is difficult and important. Due to concern for the feelings of others, people frequently hold back. Or if they do point anything out, they do so in a critical manner. The key is to be open and unapologetic about what you observe while not presuming that your viewpoint is correct and that of the other person is incorrect.

Let's go into some prompts (based on genuine conversations):

  • “What do you notice across your answers?”

  • “What about the way you/we/they do X, Y, or Z is working well?”

  • “ Will you say more about item X in ‘What’s not working?’”

  • “I’m surprised there isn’t anything about Z. Why is that?”

  • “All of us tend to play some role in maintaining certain patterns. How might you/we be playing a role in this pattern persisting?”

  • “How might the way we meet, make decisions, or collaborate play a role in what’s currently happening?”

Consider the preceding example. What about the Monday meeting isn't working? Why? or What about the way we work with marketing makes collaboration harder? Remember to share your honest observations!

Third section: observe patterns (10-15 minutes)

Leaders desire to empower their people but don't know how. We also have many preconceptions about what empowerment means to us and how it works. The next phase in this 1:1 format will assist you and your team member comprehend team power and empowerment. This understanding can help you support and shift your team member's behavior, especially where you disagree.

How to? After discussing the stated responses, ask each team member what they can control, influence, and not control. Mark their replies. You can do the same, adding colors where you disagree.

This step's output.

Next, consider the color constellation. Discuss these questions:

  • Is one color much more prevalent than the other? Why, if so?

  • Are the colors for the "what's working," "what's fine," and "what's not working" categories clearly distinct? Why, if so?

  • Do you have any disagreements? If yes, specifically where does your viewpoint differ? What activities do you object to? (Remember, there is no right or wrong in this. Give explicit details and ask questions with curiosity.)

Example: Based on the colors, you can ask, Is the marketing meeting's quality beyond your control? Were our marketing partners consulted? Are there any parts of team decisions we can control? We can't control people, but have we explored another decision-making method? How can we collaborate and generate governance-related information to reduce work, even if the requirement for prep can't be eliminated?

Consider the top one or two topics for this conversation. No 1:1 can cover everything, and that's OK. Focus on the present.

Part IV: Determine the next step (5 minutes)

Last, examine what this conversation means for you and your team member. It's easy to think we know the next moves when we don't.

Like what? You and your teammate answer these questions.

  1. What does this signify moving ahead for me? What can I do to change this? Make requests, for instance, and see how people respond before thinking they won't be responsive.

  2. What demands do I have on other people or my partners? What should I do first? E.g. Make a suggestion to marketing that we hold a monthly retrospective so we can address problems and exchange input more frequently. Include it on the meeting's agenda for next Monday.

Close the 1:1 by sharing what you noticed about the chat. Observations? Learn anything?

Yourself, you, and the 1:1

As a leader, you either reinforce or disrupt habits. Try this template if you desire greater ownership, empowerment, or creativity. Consider how you affect surrounding dynamics. How can you expect others to try something new in high-stakes scenarios, like meetings with cross-functional partners or senior stakeholders, if you won't? How can you expect deep thought and relationship if you don't encourage it in 1:1s? What pattern could this new format disrupt or reinforce?

Fight reluctance. First attempts won't be ideal, and that's OK. You'll only learn by trying.

Ben "The Hosk" Hosking

Ben "The Hosk" Hosking

3 years ago

The Yellow Cat Test Is Typically Failed by Software Developers.

Believe what you see, what people say

Photo by Артем from Pexels

It’s sad that we never get trained to leave assumptions behind. - Sebastian Thrun

Many problems in software development are not because of code but because developers create the wrong software. This isn't rare because software is emergent and most individuals only realize what they want after it's built.

Inquisitive developers who pass the yellow cat test can improve the process.

Carpenters measure twice and cut the wood once. Developers are rarely so careful.

The Yellow Cat Test

Game of Thrones made dragons cool again, so I am reading The Game of Thrones book.

The yellow cat exam is from Syrio Forel, Arya Stark's fencing instructor.

Syrio tells Arya he'll strike left when fencing. He hits her after she dodges left. Arya says “you lied”. Syrio says his words lied, but his eyes and arm told the truth.

Arya learns how Syrio became Bravos' first sword.

“On the day I am speaking of, the first sword was newly dead, and the Sealord sent for me. Many bravos had come to him, and as many had been sent away, none could say why. When I came into his presence, he was seated, and in his lap was a fat yellow cat. He told me that one of his captains had brought the beast to him, from an island beyond the sunrise. ‘Have you ever seen her like?’ he asked of me.

“And to him I said, ‘Each night in the alleys of Braavos I see a thousand like him,’ and the Sealord laughed, and that day I was named the first sword.”

Arya screwed up her face. “I don’t understand.”

Syrio clicked his teeth together. “The cat was an ordinary cat, no more. The others expected a fabulous beast, so that is what they saw. How large it was, they said. It was no larger than any other cat, only fat from indolence, for the Sealord fed it from his own table. What curious small ears, they said. Its ears had been chewed away in kitten fights. And it was plainly a tomcat, yet the Sealord said ‘her,’ and that is what the others saw. Are you hearing?” Reddit discussion.

Development teams should not believe what they are told.

We created an appointment booking system. We thought it was an appointment-booking system. Later, we realized the software's purpose was to book the right people for appointments and discourage the unneeded ones.

The first 3 months of the project had half-correct requirements and software understanding.

Open your eyes

“Open your eyes is all that is needed. The heart lies and the head plays tricks with us, but the eyes see true. Look with your eyes, hear with your ears. Taste with your mouth. Smell with your nose. Feel with your skin. Then comes the thinking afterwards, and in that way, knowing the truth” Syrio Ferel

We must see what exists, not what individuals tell the development team or how developers think the software should work. Initial criteria cover 50/70% and change.

Developers build assumptions problems by assuming how software should work. Developers must quickly explain assumptions.

When a development team's assumptions are inaccurate, they must alter the code, DevOps, documentation, and tests.

It’s always faster and easier to fix requirements before code is written.

First-draft requirements can be based on old software. Development teams must grasp corporate goals and consider needs from many angles.

Testers help rethink requirements. They look at how software requirements shouldn't operate.

Technical features and benefits might misdirect software projects.

The initiatives that focused on technological possibilities developed hard-to-use software that needed extensive rewriting following user testing.

Software development

High-level criteria are different from detailed ones.

  • The interpretation of words determines their meaning.

  • Presentations are lofty, upbeat, and prejudiced.

  • People's perceptions may be unclear, incorrect, or just based on one perspective (half the story)

  • Developers can be misled by requirements, circumstances, people, plans, diagrams, designs, documentation, and many other things.

Developers receive misinformation, misunderstandings, and wrong assumptions. The development team must avoid building software with erroneous specifications.

Once code and software are written, the development team changes and fixes them.

Developers create software with incomplete information, they need to fill in the blanks to create the complete picture.

Conclusion

Yellow cats are often inaccurate when communicating requirements.

Before writing code, clarify requirements, assumptions, etc.

Everyone will pressure the development team to generate code rapidly, but this will slow down development.

Code changes are harder than requirements.

Simon Egersand

Simon Egersand

3 years ago

Working from home for more than two years has taught me a lot.

Since the pandemic, I've worked from home. It’s been +2 years (wow, time flies!) now, and during this time I’ve learned a lot. My 4 remote work lessons.

I work in a remote distributed team. This team setting shaped my experience and teachings.

Isolation ("I miss my coworkers")

The most obvious point. I miss going out with my coworkers for coffee, weekend chats, or just company while I work. I miss being able to go to someone's desk and ask for help. On a remote world, I must organize a meeting, share my screen, and avoid talking over each other in Zoom - sigh!

Social interaction is more vital for my health than I believed.

Online socializing stinks

My company used to come together every Friday to play Exploding Kittens, have food and beer, and bond over non-work things.

Different today. Every Friday afternoon is for fun, but it's not the same. People with screen weariness miss meetings, which makes sense. Sometimes you're too busy on Slack to enjoy yourself.

We laugh in meetings, but it's not the same as face-to-face.

Digital social activities can't replace real-world ones

Improved Work-Life Balance, if You Let It

At the outset of the pandemic, I recognized I needed to take better care of myself to survive. After not leaving my apartment for a few days and feeling miserable, I decided to walk before work every day. This turned into a passion for exercise, and today I run or go to the gym before work. I use my commute time for healthful activities.

Working from home makes it easier to keep working after hours. I sometimes forget the time and find myself writing coding at dinnertime. I said, "One more test." This is a disadvantage, therefore I keep my office schedule.

Spend your commute time properly and keep to your office schedule.

Remote Pair Programming Is Hard

As a software developer, I regularly write code. My team sometimes uses pair programming to write code collaboratively. One person writes code while another watches, comments, and asks questions. I won't list them all here.

Internet pairing is difficult. My team struggles with this. Even with Tuple, it's challenging. I lose attention when I get a notification or check my computer.

I miss a pen and paper to rapidly sketch down my thoughts for a colleague or a whiteboard for spirited talks with others. Best answers are found through experience.

Real-life pair programming beats the best remote pair programming tools.

Lessons Learned

Here are 4 lessons I've learned working remotely for 2 years.

  • Socializing is more vital to my health than I anticipated.

  • Digital social activities can't replace in-person ones.

  • Spend your commute time properly and keep your office schedule.

  • Real-life pair programming beats the best remote tools.

Conclusion

Our era is fascinating. Remote labor has existed for years, but software companies have just recently had to adapt. Companies who don't offer remote work will lose talent, in my opinion.

We're still figuring out the finest software development approaches, programming language features, and communication methods since the 1960s. I can't wait to see what advancements assist us go into remote work.

I'll certainly work remotely in the next years, so I'm interested to see what I've learnt from this post then.


This post is a summary of this one.