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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[06/20/2022 update] We have now implemented a powerful text editor, but you can still use markdown.

Markdown:

Headers

SYNTAX:

# This is a heading 1
## This is a heading 2
### This is a heading 3 
#### This is a heading 4

RESULT:

This is a heading 1

This is a heading 2

This is a heading 3

This is a heading 4

Emphasis

SYNTAX:

**This text will be bold**
~~Strikethrough~~
*You **can** combine them*

RESULT:

This text will be italic
This text will be bold
You can combine them

Images

SYNTAX:

![Engelbart](https://history-computer.com/ModernComputer/Basis/images/Engelbart.jpg)

RESULT:

Videos

SYNTAX:

https://www.youtube.com/watch?v=7KXGZAEWzn0

RESULT:

Links

SYNTAX:

[Int3grity website](https://www.int3grity.com)

RESULT:

Int3grity website

Tweets

SYNTAX:

https://twitter.com/samhickmann/status/1503800505864130561

RESULT:

Blockquotes

SYNTAX:

> Human beings face ever more complex and urgent problems, and their effectiveness in dealing with these problems is a matter that is critical to the stability and continued progress of society. \- Doug Engelbart, 1961

RESULT:

Inline code

SYNTAX:

Text inside `backticks` on a line will be formatted like code.

RESULT:

Text inside backticks on a line will be formatted like code.

Code blocks

SYNTAX:

'''js
function fancyAlert(arg) {
if(arg) {
$.facebox({div:'#foo'})
}
}
'''

RESULT:

function fancyAlert(arg) {
  if(arg) {
    $.facebox({div:'#foo'})
  }
}

Maths

We support LaTex to typeset math. We recommend reading the full documentation on the official website

SYNTAX:

$$[x^n+y^n=z^n]$$

RESULT:

[x^n+y^n=z^n]

Tables

SYNTAX:

| header a | header b |
| ---- | ---- |
| row 1 col 1 | row 1 col 2 |

RESULT:

header a	header b	header c
row 1 col 1	row 1 col 2	row 1 col 3

What can't Google do?
Seriously, nothing! Google rocks.
Google is a major player in online tools and services. We use it for everything, from research to entertainment.
Did I say entertain yourself?
Yes, with so many features and options, it can be difficult to fully utilize Google.

#1. Drive Google Mad

You can make Google's homepage dance if you want to be silly.
Just type “Google Gravity” into Google.com. Then select I'm lucky.
See the page unstick before your eyes!

#2 Play With Google Image

Google isn't just for work.
Then have fun with it!
You can play games right in your search results. When you need a break, google “Solitaire” or “Tic Tac Toe”. 

#3. Do a Barrel Roll

Need a little more excitement in your life? Want to see Google dance?
Type “Do a barrel roll” into the Google search bar.
Then relax and watch your screen do a 360. 

#4  No Internet?  No issue!

This is a fun trick to use when you have no internet.
If your browser shows a “No Internet” page, simply press Space.
Boom!
We have dinosaurs! Now use arrow keys to save your pixelated T-Rex from extinction.

#5 Google Can Help

Play this Google coin flip game to see if you're lucky.
Enter “Flip a coin” into the search engine.
You'll see a coin flipping animation. If you get heads or tails, click it. 

#6. Think with Google

My favorite Google find so far is the “Think with Google” website.
Think with Google is a website that offers marketing insights, research, and case studies.
I highly recommend it to entrepreneurs, small business owners, and anyone interested in online marketing. 

#7. Google Can Read Images!

This is a cool Google trick that few know about.
You can search for images by keyword or upload your own by clicking the camera icon on Google Images.
Google will then show you all of its similar images.

#8. Modify the Google Logo!

Clicking on the “I'm Feeling Lucky” button on Google.com takes you to a random Google Doodle.
Each year, Google creates a Doodle to commemorate holidays, anniversaries, and other occasions.

#9. What is my IP?

Simply type “What is my IP” into Google to find out.
Your IP address will appear on the results page.

#10. Send a Self-Destructing Email With Gmail, 

Create a new message in Gmail. Find an icon that resembles a lock and a clock near the SEND button. That's where the Confidential Mode is.
By clicking it, you can set an expiration date for your email. Expiring emails are automatically deleted from both your and the recipient's inbox.

#11. Blink, Google Blink!

This is a unique Google trick.
Type “blink HTML” into Google. The words “blink HTML” will appear and then disappear.
The text is displayed for a split second before being deleted.
To make this work, Google reads the HTML code and executes the “blink” command. 

#12. The Answer To Everything

This is for all Douglas Adams fans.
The answer to life, the universe, and everything is 42, according to Google.
An allusion to Douglas Adams' Hitchhiker's Guide to the Galaxy, in which Ford Prefect seeks to understand life, the universe, and everything.

#13. Google in 1998

It's a blast!
Type “Google in 1998” into Google. "I'm feeling lucky"
You'll be taken to an old-school Google homepage.
It's a nostalgic trip for long-time Google users. 

#14. Scholarships and Internships

Google can help you find college funding!
Type “scholarships” or “internships” into Google.
The number of results will surprise you. 

#15. OK, Google. Dice!

To roll a die, simply type “Roll a die” into Google.
On the results page is a virtual dice that you can click to roll. 

#16. Google has secret codes!

Hit the nine squares on the right side of your Google homepage to go to My Account. Then Personal Info.
You can add your favorite language to the “General preferences for the web” tab. 

#17. Google Terminal 

You can feel like a true hacker.
Just type “Google Terminal” into Google.com. "I'm feeling lucky"
Voila~!
You'll be taken to an old-school computer terminal-style page.
You can then type commands to see what happens.

Have you tried any of these activities? Tell me in the comments.

Read full article here

Kyiv oblast in springtime. Photo by author.

We’ve been receiving since the war began text messages from the State Emergency Service of Ukraine every few days. They’ve contained information on how to comfort a child and what to do in case of a water outage.

But a question that I struggle to suppress irks within me: How would we know if there really was a threat coming our away? So how can I happily disregard an air raid siren and continue singing to my three-month-old son when I feel like a World War II film became reality? There’s no manual for that.

Along with the anxiety, there’s the guilt that always seems to appear alongside dinner we’re fortunate to still have each evening while brave Ukrainian soldiers are facing serious food insecurity. There’s no manual for how to deal with this guilt.

When it comes to the enemy, there is no manual for how to react to the news of Russian casualties. Every dead Russian soldier weakens Putin, but I also know that many of these men had wives and girlfriends who are now living a nightmare.

So, I felt like I had to start writing my own manual.

The anxiety around the air raid siren? Only with time does it get easier to ignore it, but never completely.

The guilt? All we can do is pray.

That inner conflict? As Russia continues to stun the world with its war crimes, my emotions get less gray — I have to get used to accommodating absurd levels of hatred.

Sadness? It feels a bit more manageable when we laugh, and a little alcohol helps (as it usually does).

Cabin fever? Step outside in the yard when possible. At least the sunshine is becoming more fervent with spring approaching.

Slava Ukraini. Heroyam slava. (Glory to Ukraine. Glory to the heroes.)