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. 

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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The new Bitcoin Academy will teach Jay-Marcy Z's Houses neighbors "What is Cryptocurrency."
Jay-Z grew up in Brooklyn's Marcy Houses. The rapper and Block CEO Jack Dorsey are giving back to his hometown by creating the Bitcoin Academy.

The Bitcoin Academy will offer online and in-person classes, including "What is Money?" and "What is Blockchain?"
The program will provide participants with a mobile hotspot and a small amount of Bitcoin for hands-on learning.

Students will receive dinner and two evenings of instruction until early September. The Shawn Carter Foundation will help with on-the-ground instruction.

Jay-Z and Dorsey announced the program Thursday morning. It will begin at Marcy Houses but may be expanded.

Crypto Blockchain Plug and Black Bitcoin Billionaire, which has received a grant from Block, will teach the classes.

Jay-Z, Dorsey reunite

Jay-Z and Dorsey have previously worked together to promote a Bitcoin and crypto-based future.

In 2021, Dorsey's Block (then Square) acquired the rapper's streaming music service Tidal, which they propose using for NFT distribution.

Dorsey and Jay-Z launched an endowment in 2021 to fund Bitcoin development in Africa and India.

Dorsey is funding the new Bitcoin Academy out of his own pocket (as is Jay-Z), but he's also pushed crypto-related charitable endeavors at Block, including a $5 million fund backed by corporate Bitcoin interest.

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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.

Elon divorced badly.

Nobody's surprised.

Imagine you're a parent. Someone isn't home year-round. What's next?

That’s what happened to YOLO Elon.

He can do anything. He can intervene in wars, shoot his mouth off, bang anyone he wants, avoid tax, make cool tech, buy anything his ego desires, and live anywhere exotic.

Few know his billionaire backstory. I'll tell you so you don't worship his lifestyle. It’s a cult.

Only his career succeeds. His life is a nightmare otherwise.

Psychopaths' schedule

Elon has said he works 120-hour weeks.

As he told the reporter about his job, he choked up, which was unusual for him.

His crazy workload and lack of sleep forced him to scold innocent Wall Street analysts. Later, he apologized. 

In the same interview, he admits he hadn't taken more than a week off since 2001, when he was bedridden with malaria. Elon stays home after a near-death experience.

He's rarely outside.

Elon says he sometimes works 3 or 4 days straight.

He admits his crazy work schedule has cost him time with his kids and friends.

Elon's a slave

Elon's birthday description made him emotional.

Elon worked his entire birthday.

His brother's wedding in Catalonia was 48 hours after his birthday. That meant flying there from Tesla's factory prison.

He arrived two hours before the big moment, barely enough time to eat and change, let alone see his brother.

Elon had to leave after the bouquet was tossed to a crowd of billionaire lovers. He missed his brother's first dance with his wife.

Shocking.

He went straight to Tesla's prison.

The looming health crisis

Elon was asked if overworking affected his health.

Now you know why Elon tweets dumb things. Working so hard has probably caused him mental health issues.

Mental illness removed my reality filter. You do stupid things because you're tired.

Astronauts pelted Elon

Elon's overwork isn't the first time his life has made him emotional.

When asked about Neil Armstrong and Gene Cernan criticizing his SpaceX missions, he got emotional. Elon's heroes.

They're why he started the company, and they mocked his work. In another interview, we see how Elon’s business obsession has knifed him in the heart.

In the same interview, he's asked how Tesla survived the 2008 recession. Elon stopped the interview because he was crying. When Tesla and SpaceX filed for bankruptcy in 2008, he nearly had a nervous breakdown. He called them his "children."

All the time, he's risking everything.

Jack Raines explains best:

Elon's emotions are admirable. It's one of the few times he seems human, not like an alien Cyborg.

Stop idealizing Elon's lifestyle

Building a side business that becomes a billion-dollar unicorn startup is a nightmare.

"Billionaire" means financially wealthy but otherwise broke. A rich life includes more than business and money.

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