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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Apple is said to have opted for a standalone AR/VR headset over a more powerful tethered model.
It has had a tumultuous history.

Apple's alleged mixed reality headset appears to be the worst-kept secret in tech, and a fresh story from The Information is jam-packed with details regarding the device's rocky development.

Apple's decision to use a separate headgear is one of the most notable aspects of the story. Apple had yet to determine whether to pursue a more powerful VR headset that would be linked with a base station or a standalone headset. According to The Information, Apple officials chose the standalone product over the version with the base station, which had a processor that later arrived as the M1 Ultra. In 2020, Bloomberg published similar information.

That decision appears to have had a long-term impact on the headset's development. "The device's many processors had already been in development for several years by the time the choice was taken, making it impossible to go back to the drawing board and construct, say, a single chip to handle all the headset's responsibilities," The Information stated. "Other difficulties, such as putting 14 cameras on the headset, have given hardware and algorithm engineers stress."

Jony Ive remained to consult on the project's design even after his official departure from Apple, according to the story. Ive "prefers" a wearable battery, such as that offered by Magic Leap. Other prototypes, according to The Information, placed the battery in the headset's headband, and it's unknown which will be used in the final design.

The headset was purportedly shown to Apple's board of directors last week, indicating that a public unveiling is imminent. However, it is possible that it will not be introduced until later this year, and it may not hit shop shelves until 2023, so we may have to wait a bit to try it.
For further down the line, Apple is working on a pair of AR spectacles that appear like Ray-Ban wayfarer sunglasses, but according to The Information, they're "still several years away from release." (I'm interested to see how they compare to Meta and Ray-Bans' true wayfarer-style glasses.)

WWDC 2022 began early Tuesday morning. WWDC brought a ton of new features (which went for just shy of two hours).

With so many announcements, we thought we'd compile them. And now...

WWDC?

WWDC is Apple's developer conference. This includes iOS, macOS, watchOS, and iPadOS (all of its iPads). It's where Apple announces new features for developers to use. It's also where Apple previews new software.

Virtual WWDC runs June 6-10.  You can rewatch the stream on Apple's website.

WWDC 2022 news:

Completely everything. Really. iOS 16 first.

iOS 16.

iOS 16 is a major iPhone update. iOS 16 adds the ability to customize the Lock Screen's color/theme. And widgets. It also organizes notifications and pairs Lock Screen with Focus themes. Edit or recall recently sent messages, recover recently deleted messages, and mark conversations as unread. Apple gives us yet another reason to stay in its walled garden with iMessage.

New iOS includes family sharing. Parents can set up a child's account with parental controls to restrict apps, movies, books, and music. iOS 16 lets large families and friend pods share iCloud photos. Up to six people can contribute photos to a separate iCloud library.

Live Text is getting creepier. Users can interact with text in any video frame. Touch and hold an image's subject to remove it from its background and place it in apps like messages. Dictation offers a new on-device voice-and-touch experience. Siri can run app shortcuts without setup in iOS 16. Apple also unveiled a new iOS 16 feature to help people break up with abusive partners who track their locations or read their messages. Safety Check.

Apple Pay Later allows iPhone users to buy products and pay for them later. iOS 16 pushes Mail. Users can schedule emails and cancel delivery before it reaches a recipient's inbox (be quick!). Mail now detects if you forgot an attachment, as Gmail has for years. iOS 16's Maps app gets "Multi-Stop Routing," .

Apple News also gets an iOS 16 update. Apple News adds My Sports. With iOS 16, the Apple Watch's Fitness app is also coming to iOS and the iPhone, using motion-sensing tech to track metrics and performance (as long as an athlete is wearing or carrying the device on their person). 

iOS 16 includes accessibility updates like Door Detection.

watchOS9

Many of Apple's software updates are designed to take advantage of the larger screens in recent models, but they also improve health and fitness tracking.

The most obvious reason to upgrade watchOS every year is to get new watch faces from Apple. WatchOS 9 will add four new faces.

Runners' workout metrics improve.
Apple quickly realized that fitness tracking would be the Apple Watch's main feature, even though it's been the killer app for wearables since their debut. For watchOS 9, the Apple Watch will use its accelerometer and gyroscope to track a runner's form, stride length, and ground contact time. It also introduces the ability to specify heart rate zones, distance, and time intervals, with vibrating haptic feedback and voice alerts.

The Apple Watch's Fitness app is coming to iOS and the iPhone, using the smartphone's motion-sensing tech to track metrics and performance (as long as an athlete is wearing or carrying the device on their person).

We'll get sleep tracking, medication reminders, and drug interaction alerts. Your watch can create calendar events. A new Week view shows what meetings or responsibilities stand between you and the weekend.

iPadOS16

WWDC 2022 introduced iPad updates. iPadOS 16 is similar to iOS for the iPhone, but has features for larger screens and tablet accessories. The software update gives it many iPhone-like features.

iPadOS 16's Home app, like iOS 16, will have a new design language. iPad users who want to blame it on the rain finally have a Weather app. iPadOS 16 will have iCloud's Shared Photo Library, Live Text and Visual Look Up upgrades, and FaceTime Handoff, so you can switch between devices during a call.

Apple highlighted iPadOS 16's multitasking at WWDC 2022. iPad's Stage Manager sounds like a community theater app. It's a powerful multitasking tool for tablets and brings them closer to emulating laptops. Apple's iPadOS 16 supports multi-user collaboration. You can share content from Files, Keynote, Numbers, Pages, Notes, Reminders, Safari, and other third-party apps in Apple Messages.

M2-chip

WWDC 2022 revealed Apple's M2 chip. Apple has started the next generation of Apple Silicon for the Mac with M2. Apple says this device improves M1's performance.

M2's second-generation 5nm chip has 25% more transistors than M1's. 100GB/s memory bandwidth (50 per cent more than M1). M2 has 24GB of unified memory, up from 16GB but less than some ultraportable PCs' 32GB. The M2 chip has 10% better multi-core CPU performance than the M2, and it's nearly twice as fast as the latest 10-core PC laptop chip at the same power level (CPU performance is 18 per cent greater than M1).

New MacBooks

Apple introduced the M2-powered MacBook Air. Apple's entry-level laptop has a larger display, a new processor, new colors, and a notch.

M2 also powers the 13-inch MacBook Pro. The 13-inch MacBook Pro has 24GB of unified memory and 50% more memory bandwidth. New MacBook Pro batteries last 20 hours. As I type on the 2021 MacBook Pro, I can only imagine how much power the M2 will add.

macOS 13.0 (or, macOS Ventura)

macOS Ventura will take full advantage of M2 with new features like Stage Manager and Continuity Camera and Handoff for FaceTime. Safari, Mail, Messages, Spotlight, and more get updates in macOS Ventura.

Apple hasn't run out of California landmarks to name its OS after yet. macOS 13 will be called Ventura when it's released in a few months, but it's more than a name change and new wallpapers. 

Stage Manager organizes windows

Stage Manager is a new macOS tool that organizes open windows and applications so they're still visible while focusing on a specific task. The main app sits in the middle of the desktop, while other apps and documents are organized and piled up to the side.

Improved Searching

Spotlight is one of macOS's least appreciated features, but with Ventura, it's becoming even more useful. Live Text lets you extract text from Spotlight results without leaving the window, including images from the photo library and the web.

Mail lets you schedule or unsend emails.

We've all sent an email we regret, whether it contained regrettable words or was sent at the wrong time. In macOS Ventura, Mail users can cancel or reschedule a message after sending it. Mail will now intelligently determine if a person was forgotten from a CC list or if a promised attachment wasn't included. Procrastinators can set a reminder to read a message later.

Safari adds tab sharing and password passkeys

Apple is updating Safari to make it more user-friendly... mostly. Users can share a group of tabs with friends or family, a useful feature when researching a topic with too many tabs. Passkeys will replace passwords in Safari's next version. Instead of entering random gibberish when creating a new account, macOS users can use TouchID to create an on-device passkey. Using an iPhone's camera and a QR system, Passkey syncs and works across all Apple devices and Windows computers.

Continuity adds Facetime device switching and iPhone webcam.

With macOS Ventura, iPhone users can transfer a FaceTime call from their phone to their desktop or laptop using Handoff, or vice versa if they started a call at their desk and need to continue it elsewhere. Apple finally admits its laptop and monitor webcams aren't the best. Continuity makes the iPhone a webcam. Apple demonstrated a feature where the wide-angle lens could provide a live stream of the desk below, while the standard zoom lens could focus on the speaker's face. New iPhone laptop mounts are coming.

System Preferences

System Preferences is Now System Settings and Looks Like iOS
Ventura's System Preferences has been renamed System Settings and is much more similar in appearance to iOS and iPadOS. As the iPhone and iPad are gateway devices into Apple's hardware ecosystem, new Mac users should find it easier to adjust.

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