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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

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.

mbvissers.eth

mbvissers.eth

3 years ago

Why does every smart contract seem to implement ERC165?

Photo by Cytonn Photography on Unsplash

ERC165 (or EIP-165) is a standard utilized by various open-source smart contracts like Open Zeppelin or Aavegotchi.

What's it? You must implement? Why do we need it? I'll describe the standard and answer any queries.

What is ERC165

ERC165 detects and publishes smart contract interfaces. Meaning? It standardizes how interfaces are recognized, how to detect if they implement ERC165, and how a contract publishes the interfaces it implements. How does it work?

Why use ERC165? Sometimes it's useful to know which interfaces a contract implements, and which version.

Identifying interfaces

An interface function's selector. This verifies an ABI function. XORing all function selectors defines an interface in this standard. The following code demonstrates.

// SPDX-License-Identifier: UNLICENCED
pragma solidity >=0.8.0 <0.9.0;

interface Solidity101 {
    function hello() external pure;
    function world(int) external pure;
}

contract Selector {
    function calculateSelector() public pure returns (bytes4) {
        Solidity101 i;
        return i.hello.selector ^ i.world.selector;
        // Returns 0xc6be8b58
    }

    function getHelloSelector() public pure returns (bytes4) {
        Solidity101 i;
        return i.hello.selector;
        // Returns 0x19ff1d21
    }

    function getWorldSelector() public pure returns (bytes4) {
        Solidity101 i;
        return i.world.selector;
        // Returns 0xdf419679
    }
}

This code isn't necessary to understand function selectors and how an interface's selector can be determined from the functions it implements.

Run that sample in Remix to see how interface function modifications affect contract function output.

Contracts publish their implemented interfaces.

We can identify interfaces. Now we must disclose the interfaces we're implementing. First, import IERC165 like so.

pragma solidity ^0.4.20;

interface ERC165 {
    /// @notice Query if a contract implements an interface
    /// @param interfaceID The interface identifier, as specified in ERC-165
    /// @dev Interface identification is specified in ERC-165. 
    /// @return `true` if the contract implements `interfaceID` and
    ///  `interfaceID` is not 0xffffffff, `false` otherwise
    function supportsInterface(bytes4 interfaceID) external view returns (bool);
}

We still need to build this interface in our smart contract. ERC721 from OpenZeppelin is a good example.

// SPDX-License-Identifier: MIT
// OpenZeppelin Contracts (last updated v4.5.0) (token/ERC721/ERC721.sol)

pragma solidity ^0.8.0;

import "./IERC721.sol";
import "./extensions/IERC721Metadata.sol";
import "../../utils/introspection/ERC165.sol";
// ...

contract ERC721 is Context, ERC165, IERC721, IERC721Metadata {
  // ...

  function supportsInterface(bytes4 interfaceId) public view virtual override(ERC165, IERC165) returns (bool) {
    return
      interfaceId == type(IERC721).interfaceId ||
      interfaceId == type(IERC721Metadata).interfaceId ||
      super.supportsInterface(interfaceId);
  }
  
  // ...
}

I deleted unnecessary code. The smart contract imports ERC165, IERC721 and IERC721Metadata. The is keyword at smart contract declaration implements all three.

Kind (interface).

Note that type(interface).interfaceId returns the same as the interface selector.

We override supportsInterface in the smart contract to return a boolean that checks if interfaceId is the same as one of the implemented contracts.

Super.supportsInterface() calls ERC165 code. Checks if interfaceId is IERC165.

function supportsInterface(bytes4 interfaceId) public view virtual override returns (bool) {
    return interfaceId == type(IERC165).interfaceId;
}

So, if we run supportsInterface with an interfaceId, our contract function returns true if it's implemented and false otherwise. True for IERC721, IERC721Metadata, andIERC165.

Conclusion

I hope this post has helped you understand and use ERC165 and why it's employed.

Have a great day, thanks for reading!

Faisal Khan

Faisal Khan

2 years ago

4 typical methods of crypto market manipulation

Credit: Getty Images/Cemile Bingol

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.

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The woman

The woman

3 years ago

The best lesson from Sundar Pichai is that success and stress don't mix.

His regular regimen teaches stress management.

Made by the author with AI

In 1995, an Indian graduate visited the US. He obtained a scholarship to Stanford after graduating from IIT with a silver medal. First flight. His ticket cost a year's income. His head was full.

Pichai Sundararajan is his full name. He became Google's CEO and a world leader. Mr. Pichai transformed technology and inspired millions to dream big.

This article reveals his daily schedule.

Mornings

While many of us dread Mondays, Mr. Pichai uses the day to contemplate.

A typical Indian morning. He awakens between 6:30 and 7 a.m. He avoids working out in the mornings.

Mr. Pichai oversees the internet, but he reads a real newspaper every morning.

Pichai mentioned that he usually enjoys a quiet breakfast during which he reads the news to get a good sense of what’s happening in the world. Pichai often has an omelet for breakfast and reads while doing so. The native of Chennai, India, continues to enjoy his daily cup of tea, which he describes as being “very English.”

Pichai starts his day. BuzzFeed's Mat Honan called the CEO Banana Republic dad.

Overthinking in the morning is a bad idea. It's crucial to clear our brains and give ourselves time in the morning before we hit traffic.

Mr. Pichai's morning ritual shows how to stay calm. Wharton Business School found that those who start the day calmly tend to stay that way. It's worth doing regularly.

And he didn't forget his roots.

Afternoons

He has a busy work schedule, as you can imagine. Running one of the world's largest firm takes time, energy, and effort. He prioritizes his work. Monitoring corporate performance and guaranteeing worker efficiency.

Sundar Pichai spends 7-8 hours a day to improve Google. He's noted for changing the company's culture. He wants to boost employee job satisfaction and performance.

His work won him recognition within the company.

Pichai received a 96% approval rating from Glassdoor users in 2017.

Mr. Pichai stresses work satisfaction. Each day is a new canvas for him to find ways to enrich people's job and personal lives.

His work offers countless lessons. According to several profiles and press sources, the Google CEO is a savvy negotiator. Mr. Pichai's success came from his strong personality, work ethic, discipline, simplicity, and hard labor.

Evenings

His evenings are spent with family after a busy day. Sundar Pichai's professional and personal lives are balanced. Sundar Pichai is a night owl who re-energizes about 9 p.m.

However, he claims to be most productive after 10 p.m., and he thinks doing a lot of work at that time is really useful. But he ensures he sleeps for around 7–8 hours every day. He enjoys long walks with his dog and enjoys watching NSDR on YouTube. It helps him in relaxing and sleep better.

His regular routine teaches us what? Work wisely, not hard, discipline, vision, etc. His stress management is key. Leading one of the world's largest firm with 85,000 employees is scary.

The pressure to achieve may ruin a day. Overworked employees are more likely to make mistakes or be angry with coworkers, according to the Family Work Institute. They can't handle daily problems, making the house more stressful than the office.

Walking your dog, having fun with friends, and having hobbies are as vital as your office.

Jamie Ducharme

3 years ago

How monkeypox spreads (and doesn't spread)

Monkeypox was rare until recently. In 2005, a research called a cluster of six monkeypox cases in the Republic of Congo "the longest reported chain to date."

That's changed. This year, over 25,000 monkeypox cases have been reported in 83 countries, indicating widespread human-to-human transmission.

What spreads monkeypox? Monkeypox transmission research is ongoing; findings may change. But science says...

Most cases were formerly animal-related.

According to the WHO, monkeypox was first diagnosed in an infant in the DRC in 1970. After that, instances were infrequent and often tied to animals. In 2003, 47 Americans contracted rabies from pet prairie dogs.

In 2017, Nigeria saw a significant outbreak. NPR reported that doctors diagnosed young guys without animal exposure who had genital sores. Nigerian researchers highlighted the idea of sexual transmission in a 2019 study, but the theory didn't catch on. “People tend to cling on to tradition, and the idea is that monkeypox is transmitted from animals to humans,” explains research co-author Dr. Dimie Ogoina.

Most monkeypox cases are sex-related.

Human-to-human transmission of monkeypox occurs, and sexual activity plays a role.

Joseph Osmundson, a clinical assistant professor of biology at NYU, says most transmission occurs in queer and gay sexual networks through sexual or personal contact.

Monkeypox spreads by skin-to-skin contact, especially with its blister-like rash, explains Ogoina. Researchers are exploring whether people can be asymptomatically contagious, but they are infectious until their rash heals and fresh skin forms, according to the CDC.

A July research in the New England Journal of Medicine reported that of more than 500 monkeypox cases in 16 countries as of June, 95% were linked to sexual activity and 98% were among males who have sex with men. WHO Director-General Tedros Adhanom Ghebreyesus encouraged males to temporarily restrict their number of male partners in July.

Is monkeypox a sexually transmitted infection (STI)?

Skin-to-skin contact can spread monkeypox, not simply sexual activities. Dr. Roy Gulick, infectious disease chief at Weill Cornell Medicine and NewYork-Presbyterian, said monkeypox is not a "typical" STI. Monkeypox isn't a STI, claims the CDC.

Most cases in the current outbreak are tied to male sexual behavior, but Osmundson thinks the virus might also spread on sports teams, in spas, or in college dorms.

Can you get monkeypox from surfaces?

Monkeypox can be spread by touching infected clothing or bedding. According to a study, a U.K. health care worker caught monkeypox in 2018 after handling ill patient's bedding.

Angela Rasmussen, a virologist at the University of Saskatchewan in Canada, believes "incidental" contact seldom distributes the virus. “You need enough virus exposure to get infected,” she says. It's conceivable after sharing a bed or towel with an infectious person, but less likely after touching a doorknob, she says.

Dr. Müge evik, a clinical lecturer in infectious diseases at the University of St. Andrews in Scotland, says there is a "spectrum" of risk connected with monkeypox. "Every exposure isn't equal," she explains. "People must know where to be cautious. Reducing [sexual] partners may be more useful than cleaning coffee shop seats.

Is monkeypox airborne?

Exposure to an infectious person's respiratory fluids can cause monkeypox, but the WHO says it needs close, continuous face-to-face contact. CDC researchers are still examining how often this happens.

Under precise laboratory conditions, scientists have shown that monkeypox can spread via aerosols, or tiny airborne particles. But there's no clear evidence that this is happening in the real world, Rasmussen adds. “This is expanding predominantly in communities of males who have sex with men, which suggests skin-to-skin contact,” she explains. If airborne transmission were frequent, she argues, we'd find more occurrences in other demographics.

In the shadow of COVID-19, people are worried about aerosolized monkeypox. Rasmussen believes the epidemiology is different. Different viruses.

Can kids get monkeypox?

More than 80 youngsters have contracted the virus thus far, mainly through household transmission. CDC says pregnant women can spread the illness to their fetus.

Among the 1970s, monkeypox predominantly affected children, but by the 2010s, it was more common in adults, according to a February study. The study's authors say routine smallpox immunization (which protects against monkeypox) halted when smallpox was eradicated. Only toddlers were born after smallpox vaccination halted decades ago. More people are vulnerable now.

Schools and daycares could become monkeypox hotspots, according to pediatric instances. Ogoina adds this hasn't happened in Nigeria's outbreaks, which is encouraging. He says, "I'm not sure if we should worry." We must be careful and seek evidence.

The Velocipede

The Velocipede

2 years ago

Stolen wallet

How a misplaced item may change your outlook

Photo by Robert Isenberg

Losing your wallet means life stops. Money vanishes. No credit. Your identity is unverifiable. As you check your pockets for the missing object, you can't drive. You can't borrow a library book.

Last seen? intuitively. Every kid asks this, including yours. However, you know where you lost it: On the Providence River cycling trail. While pedaling vigorously, the wallet dropped out of your back pocket and onto the pavement.

A woman you know—your son's art teacher—says it will be returned. Faith.

You want that faith. Losing a wallet is all-consuming. You must presume it has been stolen and is being used to buy every diamond and non-fungible token on the market. Your identity may have been used to open bank accounts and fake passports. Because he used your license address, a ski mask-wearing man may be driving slowly past your house.

As you delete yourself by canceling cards, these images run through your head. You wait in limbo for replacements. Digital text on the DMV website promises your new license will come within 60 days and be approved by local and state law enforcement. In the following two months, your only defense is a screenshot.

Your wallet was ordinary. A worn, overstuffed leather rectangle. You understand how tenuous your existence has always been since you've never lost a wallet. You barely breathe without your documents.

Ironically, you wore a wallet-belt chain. You adored being a 1993 slacker for 15 years. Your wife just convinced you last year that your office job wasn't professional. You nodded and hid the chain.

Never lost your wallet. Until now.

Angry. Feeling stupid. How could you drop something vital? Why? Is the world cruel? No more dumb luck. You're always one pedal-stroke from death.

Then you get a call: We have your wallet.

Local post office, not cops.

The clerk said someone returned it. Due to trying to identify you, it's a chaos. It has your cards but no cash.

Your automobile screeches down the highway. You yell at the windshield, amazed. Submitted. Art teacher was right. Have some trust.

You thank the postmaster. You ramble through the story. The clerk doesn't know the customer, simply a neighborhood Good Samaritan. You wish you could thank that person for lifting your spirits.

You get home, beaming with gratitude. You thumb through your wallet, amazed that it’s all intact. Then you dig out your chain and reattach it.

Because even faith could use a little help.