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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I quit my 8-year Amazon job last week. I wasn't motivated to do another year despite promotions, pay, recognition, and praise.

In AWS, I built developer tools. I could have worked in that field forever.

I became an Amazon developer. Within 3.5 years, I was promoted twice to senior engineer and would have been promoted to principal engineer if I stayed. The company said I had great potential.

Over time, I became a reputed expert and leader within the company. I was respected.

First year I made $75K, last year $511K. If I stayed another two years, I could have made $1M.

Despite Amazon's reputation, my work–life balance was good. I no longer needed to prove myself and could do everything in 40 hours a week. My team worked from home once a week, and I rarely opened my laptop nights or weekends.

My coworkers were great. I had three generous, empathetic managers. I’m very grateful to everyone I worked with.

Everything was going well and getting better. My motivation to go to work each morning was declining despite my career and income growth.

Another promotion, pay raise, or big project wouldn't have boosted my motivation. Motivation was also waning. It was my freedom.

Demotivation

My motivation was high in the beginning. I worked with someone on an internal tool with little scrutiny. I had more freedom to choose how and what to work on than in recent years. Me and another person improved it, talked to users, released updates, and tested it. Whatever we wanted, we did. We did our best and were mostly self-directed.

In recent years, things have changed. My department's most important project had many stakeholders and complex goals. What I could do depended on my ability to convince others it was the best way to achieve our goals.

Amazon was always someone else's terms. The terms started out simple (keep fixing it), but became more complex over time (maximize all goals; satisfy all stakeholders). Working in a large organization imposed restrictions on how to do the work, what to do, what goals to set, and what business to pursue. This situation forced me to do things I didn't want to do.

Finding New Motivation

What would I do forever? Not something I did until I reached a milestone (an exit), but something I'd do until I'm 80. What could I do for the next 45 years that would make me excited to wake up and pay my bills? Is that too unambitious? Nope. Because I'm motivated by two things.

One is an external carrot or stick. I'm not forced to file my taxes every April, but I do because I don't want to go to jail. Or I may not like something but do it anyway because I need to pay the bills or want a nice car. Extrinsic motivation

One is internal. When there's no carrot or stick, this motivates me. This fuels hobbies. I wanted a job that was intrinsically motivated.

Is this too low-key? Extrinsic motivation isn't sustainable. Getting promoted felt good for a week, then it was over. When I hit $100K, I admired my W2 for a few days, but then it wore off. Same thing happened at $200K, $300K, $400K, and $500K. Earning $1M or $10M wouldn't change anything. I feel the same about every material reward or possession. Getting them feels good at first, but quickly fades.

Things I've done since I was a kid, when no one forced me to, don't wear off. Coding, selling my creations, charting my own path, and being honest. Why not always use my strengths and motivation? I'm lucky to live in a time when I can work independently in my field without large investments. So that’s what I’m doing.

What’s Next?

I'm going all-in on independence and will make a living from scratch. I won't do only what I like, but on my terms. My goal is to cover my family's expenses before my savings run out while doing something I enjoy. What more could I want from my work?

You can now follow me on Twitter as I continue to document my journey.

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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.

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