⁶The Howey Test refers to a Supreme Court case, SEC v. W.J. Howey Co., in 1946, which established a test for determining whether a transaction qualifies as an "investment contract" and therefore would be considered a security and subject to disclosure and registration requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934¹. Under the Howey Test, an investment contract exists if there is an "investment of money in a common enterprise with a reasonable expectation of profits to be derived from the efforts of others"¹.