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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:
- 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
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rekt
3 years ago
LCX is the latest CEX to have suffered a private key exploit.
The attack began around 10:30 PM +UTC on January 8th.
Peckshield spotted it first, then an official announcement came shortly after.
We’ve said it before; if established companies holding millions of dollars of users’ funds can’t manage their own hot wallet security, what purpose do they serve?
The Unique Selling Proposition (USP) of centralised finance grows smaller by the day.
The official incident report states that 7.94M USD were stolen in total, and that deposits and withdrawals to the platform have been paused.
LCX hot wallet: 0x4631018f63d5e31680fb53c11c9e1b11f1503e6f
Hacker’s wallet: 0x165402279f2c081c54b00f0e08812f3fd4560a05
Stolen funds:
- 162.68 ETH (502,671 USD)
- 3,437,783.23 USDC (3,437,783 USD)
- 761,236.94 EURe (864,840 USD)
- 101,249.71 SAND Token (485,995 USD)
- 1,847.65 LINK (48,557 USD)
- 17,251,192.30 LCX Token (2,466,558 USD)
- 669.00 QNT (115,609 USD)
- 4,819.74 ENJ (10,890 USD)
- 4.76 MKR (9,885 USD)
**~$1M worth of $LCX remains in the address, along with 611k EURe which has been frozen by Monerium.
The rest, a total of 1891 ETH (~$6M) was sent to Tornado Cash.**
Why can’t they keep private keys private?
Is it really that difficult for a traditional corporate structure to maintain good practice?
CeFi hacks leave us with little to say - we can only go on what the team chooses to tell us.
Next time, they can write this article themselves.
See below for a template.

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."
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Jon Brosio
3 years ago
This Landing Page is a (Legal) Money-Printing Machine
and it’s easy to build.
A landing page with good copy is a money-maker.
Let's be honest, page-builder templates are garbage.
They can help you create a nice-looking landing page, but not persuasive writing.
Over the previous 90 days, I've examined 200+ landing pages.
What's crazy?
Top digital entrepreneurs use a 7-part strategy to bring in email subscribers, generate prospects, and (passively) sell their digital courses.
Steal this 7-part landing page architecture to maximize digital product sales.
The offer
Landing pages require offers.
Newsletter, cohort, or course offer.
Your reader should see this offer first. Includind:
Headline
Imagery
Call-to-action
Clear, persuasive, and simplicity are key. Example: the Linkedin OS course home page of digital entrepreneur Justin Welsh offers:
A distinctly defined problem
Everyone needs an enemy.
You need an opponent on your landing page. Problematic.
Next, employ psychology to create a struggle in your visitor's thoughts.
Don't be clever here; label your customer's problem. The more particular you are, the bigger the situation will seem.
When you build a clear monster, you invite defeat. I appreciate Theo Ohene's Growth Roadmaps landing page.
Exacerbation of the effects
Problem identification doesn't motivate action.
What would an unresolved problem mean?
This is landing page copy. When you describe the unsolved problem's repercussions, you accomplish several things:
You write a narrative (and stories are remembered better than stats)
You cause the reader to feel something.
You help the reader relate to the issue
Important!
My favorite script is:
"Sure, you can let [problem] go untreated. But what will happen if you do? Soon, you'll begin to notice [new problem 1] will start to arise. That might bring up [problem 2], etc."
Take the copywriting course, digital writer and entrepreneur Dickie Bush illustrates below when he labels the problem (see: "poor habit") and then illustrates the repercussions.
The tale of transformation
Every landing page needs that "ah-ha!" moment.
Transformation stories do this.
Did you find a solution? Someone else made the discovery? Have you tested your theory?
Next, describe your (or your subject's) metamorphosis.
Kieran Drew nails his narrative (and revelation) here. Right before the disclosure, he introduces his "ah-ha!" moment:
Testimonials
Social proof completes any landing page.
Social proof tells the reader, "If others do it, it must be worthwhile."
This is your argument.
Positive social proof helps (obviously).
Offer "free" training in exchange for a testimonial if you need social evidence. This builds social proof.
Most social proof is testimonies (recommended). Kurtis Hanni's creative take on social proof (using a screenshot of his colleague) is entertaining.
Bravo.
Reveal your offer
Now's the moment to act.
Describe the "bundle" that provides the transformation.
Here's:
Course
Cohort
Ebook
Whatever you're selling.
Include a product or service image, what the consumer is getting ("how it works"), the price, any "free" bonuses (preferred), and a CTA ("buy now").
Clarity is key. Don't make a cunning offer. Make sure your presentation emphasizes customer change (benefits). Dan Koe's Modern Mastery landing page makes an offer. Consider:
An ultimatum
Offering isn't enough.
You must give your prospect an ultimatum.
They can buy your merchandise from you.
They may exit the webpage.
That’s it.
It's crucial to show what happens if the reader does either. Stress the consequences of not buying (again, a little consequence amplification). Remind them of the benefits of buying.
I appreciate Charles Miller's product offer ending:
The top online creators use a 7-part landing page structure:
Offer the service
Describe the problem
Amplify the consequences
Tell the transformational story
Include testimonials and social proof.
Reveal the offer (with any bonuses if applicable)
Finally, give the reader a deadline to encourage them to take action.
Sequence these sections to develop a landing page that (essentially) prints money.

Ari Joury, PhD
3 years ago
7 ways to turn into a major problem-solver
For some people, the glass is half empty. For others, it’s half full. And for some, the question is, How do I get this glass totally full again?
Problem-solvers are the last group. They're neutral. Pragmatists.
Problems surround them. They fix things instead of judging them. Problem-solvers improve the world wherever they go.
Some fail. Sometimes their good intentions have terrible results. Like when they try to help a grandma cross the road because she can't do it alone but discover she never wanted to.
Most programmers, software engineers, and data scientists solve problems. They use computer code to fix problems they see.
Coding is best done by understanding and solving the problem.
Despite your best intentions, building the wrong solution may have negative consequences. Helping an unwilling grandma cross the road.
How can you improve problem-solving?
1. Examine your presumptions.
Don’t think There’s a grandma, and she’s unable to cross the road. Therefore I must help her over the road. Instead think This grandma looks unable to cross the road. Let’s ask her whether she needs my help to cross it.
Maybe the grandma can’t cross the road alone, but maybe she can. You can’t tell for sure just by looking at her. It’s better to ask.
Maybe the grandma wants to cross the road. But maybe she doesn’t. It’s better to ask!
Building software is similar. Do only I find this website ugly? Who can I consult?
We all have biases, mental shortcuts, and worldviews. They simplify life.
Problem-solving requires questioning all assumptions. They might be wrong!
Think less. Ask more.
Secondly, fully comprehend the issue.
Grandma wants to cross the road? Does she want flowers from the shop across the street?
Understanding the problem advances us two steps. Instead of just watching people and their challenges, try to read their intentions.
Don't ask, How can I help grandma cross the road? Why would this grandma cross the road? What's her goal?
Understand what people want before proposing solutions.
3. Request more information. This is not a scam!
People think great problem solvers solve problems immediately. False!
Problem-solvers study problems. Understanding the problem makes solving it easy.
When you see a grandma struggling to cross the road, you want to grab her elbow and pull her over. However, a good problem solver would ask grandma what she wants. So:
Problem solver: Excuse me, ma’am? Do you wish to get over the road? Grandma: Yes indeed, young man! Thanks for asking. Problem solver: What do you want to do on the other side? Grandma: I want to buy a bouquet of flowers for my dear husband. He loves flowers! I wish the shop wasn’t across this busy road… Problem solver: Which flowers does your husband like best? Grandma: He loves red dahlia. I usually buy about 20 of them. They look so pretty in his vase at the window! Problem solver: I can get those dahlia for you quickly. Go sit on the bench over here while you’re waiting; I’ll be back in five minutes. Grandma: You would do that for me? What a generous young man you are!
A mediocre problem solver would have helped the grandma cross the road, but he might have forgotten that she needs to cross again. She must watch out for cars and protect her flowers on the way back.
A good problem solver realizes that grandma's husband wants 20 red dahlias and completes the task.
4- Rapid and intense brainstorming
Understanding a problem makes solutions easy. However, you may not have all the information needed to solve the problem.
Additionally, retrieving crucial information can be difficult.
You could start a blog. You don't know your readers' interests. You can't ask readers because you don't know who they are.
Brainstorming works here. Set a stopwatch (most smartphones have one) to ring after five minutes. In the remaining time, write down as many topics as possible.
No answer is wrong. Note everything.
Sort these topics later. Programming or data science? What might readers scroll past—are these your socks this morning?
Rank your ideas intuitively and logically. Write Medium stories using the top 35 ideas.
5 - Google it.
Doctor Google may answer this seemingly insignificant question. If you understand your problem, try googling or binging.
Someone has probably had your problem before. The problem-solver may have posted their solution online.
Use others' experiences. If you're social, ask a friend or coworker for help.
6 - Consider it later
Rest your brain.
Reread. Your brain needs rest to function.
Hustle culture encourages working 24/7. It doesn't take a neuroscientist to see that this is mental torture.
Leave an unsolvable problem. Visit friends, take a hot shower, or do whatever you enjoy outside of problem-solving.
Nap.
I get my best ideas in the morning after working on a problem. I couldn't have had these ideas last night.
Sleeping subconsciously. Leave it alone and you may be surprised by the genius it produces.
7 - Learn to live with frustration
There are problems that you’ll never solve.
Mathematicians are world-class problem-solvers. The brightest minds in history have failed to solve many mathematical problems.
A Gordian knot problem can frustrate you. You're smart!
Frustration-haters don't solve problems well. They choose simple problems to avoid frustration.
No. Great problem solvers want to solve a problem but know when to give up.
Frustration initially hurts. You adapt.
Famous last words
If you read this article, you probably solve problems. We've covered many ways to improve, so here's a summary:
Test your presumptions. Is the issue the same for everyone else when you see one? Or are your prejudices and self-judgments misguiding you?
Recognize the issue completely. On the surface, a problem may seem straightforward, but what's really going on? Try to see what the current situation might be building up to by thinking two steps ahead of the current situation.
Request more information. You are no longer a high school student. A two-sentence problem statement is not sufficient to provide a solution. Ask away if you need more details!
Think quickly and thoroughly. In a constrained amount of time, try to write down all your thoughts. All concepts are worthwhile! Later, you can order them.
Google it. There is a purpose for the internet. Use it.
Consider it later at night. A rested mind is more creative. It might seem counterintuitive to leave a problem unresolved. But while you're sleeping, your subconscious will handle the laborious tasks.
Accept annoyance as a normal part of life. Don't give up if you're feeling frustrated. It's a step in the procedure. It's also perfectly acceptable to give up on a problem because there are other, more pressing issues that need to be addressed.
You might feel stupid sometimes, but that just shows that you’re human. You care about the world and you want to make it better.
At the end of the day, that’s all there is to problem solving — making the world a little bit better.

Sam Warain
3 years ago
Sam Altman, CEO of Open AI, foresees the next trillion-dollar AI company
“I think if I had time to do something else, I would be so excited to go after this company right now.”
Sam Altman, CEO of Open AI, recently discussed AI's present and future.
Open AI is important. They're creating the cyberpunk and sci-fi worlds.
They use the most advanced algorithms and data sets.
GPT-3...sound familiar? Open AI built most copyrighting software. Peppertype, Jasper AI, Rytr. If you've used any, you'll be shocked by the quality.
Open AI isn't only GPT-3. They created DallE-2 and Whisper (a speech recognition software released last week).
What will they do next? What's the next great chance?
Sam Altman, CEO of Open AI, recently gave a lecture about the next trillion-dollar AI opportunity.
Who is the organization behind Open AI?
Open AI first. If you know, skip it.
Open AI is one of the earliest private AI startups. Elon Musk, Greg Brockman, and Rebekah Mercer established OpenAI in December 2015.
OpenAI has helped its citizens and AI since its birth.
They have scary-good algorithms.
Their GPT-3 natural language processing program is excellent.
The algorithm's exponential growth is astounding. GPT-2 came out in November 2019. May 2020 brought GPT-3.
Massive computation and datasets improved the technique in just a year. New York Times said GPT-3 could write like a human.
Same for Dall-E. Dall-E 2 was announced in April 2022. Dall-E 2 won a Colorado art contest.
Open AI's algorithms challenge jobs we thought required human innovation.
So what does Sam Altman think?
The Present Situation and AI's Limitations
During the interview, Sam states that we are still at the tip of the iceberg.
So I think so far, we’ve been in the realm where you can do an incredible copywriting business or you can do an education service or whatever. But I don’t think we’ve yet seen the people go after the trillion dollar take on Google.
He's right that AI can't generate net new human knowledge. It can train and synthesize vast amounts of knowledge, but it simply reproduces human work.
“It’s not going to cure cancer. It’s not going to add to the sum total of human scientific knowledge.”
But the key word is yet.
And that is what I think will turn out to be wrong that most surprises the current experts in the field.
Reinforcing his point that massive innovations are yet to come.
But where?
The Next $1 Trillion AI Company
Sam predicts a bio or genomic breakthrough.
There’s been some promising work in genomics, but stuff on a bench top hasn’t really impacted it. I think that’s going to change. And I think this is one of these areas where there will be these new $100 billion to $1 trillion companies started, and those areas are rare.
Avoid human trials since they take time. Bio-materials or simulators are suitable beginning points.
AI may have a breakthrough. DeepMind, an OpenAI competitor, has developed AlphaFold to predict protein 3D structures.
It could change how we see proteins and their function. AlphaFold could provide fresh understanding into how proteins work and diseases originate by revealing their structure. This could lead to Alzheimer's and cancer treatments. AlphaFold could speed up medication development by revealing how proteins interact with medicines.
Deep Mind offered 200 million protein structures for scientists to download (including sustainability, food insecurity, and neglected diseases).
Being in AI for 4+ years, I'm amazed at the progress. We're past the hype cycle, as evidenced by the collapse of AI startups like C3 AI, and have entered a productive phase.
We'll see innovative enterprises that could replace Google and other trillion-dollar companies.
What happens after AI adoption is scary and unpredictable. How will AGI (Artificial General Intelligence) affect us? Highly autonomous systems that exceed humans at valuable work (Open AI)
My guess is that the things that we’ll have to figure out are how we think about fairly distributing wealth, access to AGI systems, which will be the commodity of the realm, and governance, how we collectively decide what they can do, what they don’t do, things like that. And I think figuring out the answer to those questions is going to just be huge. — Sam Altman CEO
