Howey Test
U.S. legal test for deciding whether a contract, transaction, or scheme is an investment contract regulated as a security.
Securities-law concepts for classifying investments, applying offering registration rules, and distinguishing exemptions from anti-fraud duties.
Securities Definition and Registration Tests covers three connected questions: whether an instrument or arrangement is a security, whether its offer or sale must be registered or qualifies for an exemption, and which disclosure or anti-fraud duties still apply.
Start with Securities Law for the broader federal, state, and self-regulatory framework. Use the Howey Test when the classification question involves a possible investment contract, and the Securities Act of 1933 for the federal offering-registration and disclosure framework.
Classification, registration, exemption, and fraud are separate analyses. A transaction can qualify for a registration exemption while remaining subject to anti-fraud rules, resale restrictions, filing requirements, or state-law obligations. These pages are educational and do not provide a legal conclusion for a specific transaction.
Choose a subsection first. Deeper term pages live inside each subsection, which keeps large topic hubs readable.
U.S. legal test for deciding whether a contract, transaction, or scheme is an investment contract regulated as a security.
U.S. statute governing offers and sales of securities through registration, offering disclosure, exemptions, communications rules, and liability provisions.
Laws and rules governing securities offerings, issuer disclosure, trading, intermediaries, investment funds, advisers, fraud, and enforcement.