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Definition Of A Security Outline

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This is an extract of our Definition Of A Security document, which we sell as part of our Securities Regulation Outlines collection written by the top tier of Georgetown University Law Center students.

The following is a more accessble plain text extract of the PDF sample above, taken from our Securities Regulation Outlines. Due to the challenges of extracting text from PDFs, it will have odd formatting:

Definition of a Security A. Statutory definitions i. Securities Act SS 2(a)(1) provides that "unless the context otherwise requires," the term "security" means: a) "any note, stock, treasury stock, security future, security-based swap, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateraltrust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security", or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing." ii. Exchange Act SS 3(a)(10) provides that "unless the context otherwise requires," the term "security" means: a) "any note, stock, treasury stock, security future, security-based swap, bond, debenture, certificate of interest or participation in any profit-sharing agreement or in any oil, gas, or other mineral royalty or lease, any collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or in general, any instrument commonly known as a "security"; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, or warrant or right to subscribe to or purchase, any of the foregoing; but shall not include currency or any note, draft, bill of exchange, or banker's acceptance which has a maturity at the time of issuance of not exceeding nine months, exclusive of days of grace, or any renewal thereof the maturity of which is likewise limited." iii. Important Examples: a) Notes, stock, bonds, debentures, certificates of deposits, investment contracts, certificates of interest in profit sharing agreements, and interests commonly known as securities B. Howey Test re Investment Contract i. "[A]n investment contract for purposes of the Securities Act means a contract, transaction, or scheme whereby a person invests his money in a common enterprise and is led to expect profits solely from the efforts of the promoter or a third party." SEC v. W.J. Howey Co. (pg. 23)
? Elements: (1) Investment of money with expectation of profits,

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