# Investment contract

`kaal:entity:investment-contract`

**Status.** derived

This node is assembled mechanically from the 4 claims that carry the concept tag `investment-contract`. It is a roster of what the corpus says under this term. It is **not** an adjudicated definition: no single statement here has been ruled canonical, and no first-appearance call has been made. Read the claims and judge for yourself.

## Every claim under this term

4 claims across 2 works, 2022 to 2025.

**2022**

- [4021599-007](https://wulfkaal.github.io/claims/4021599-007) [definitional/argued] -- Securities tokens are typically investment contracts while utility tokens typically provide their users with access to a product or service, even though the lines between the different token types are blurred regularly.
  > appreciation, dividends or revenue share.8 While the lines between the different types of tokens are blurred regularly,9 securities token are typically investment contracts, whereas utility tokens typically provide their users with access to a product or service.
  Wulf A. Kaal, Securities Versus Utility Tokens (2022). SSRN: https://ssrn.com/abstract=4021599
- [4021599-013](https://wulfkaal.github.io/claims/4021599-013) [condition/evidenced] -- Under the Howey framework the U.S. Supreme Court supplies the investment contract analysis that determines whether a digital asset carries the characteristics of a typical security.
  > In Howey, 18 the U.S Supreme Court provides a framework for investment contract analysis which can help determine if a digital asset has any of the characteristics of typical securities.19 Although
  Wulf A. Kaal, Securities Versus Utility Tokens (2022). SSRN: https://ssrn.com/abstract=4021599
- [4021599-019](https://wulfkaal.github.io/claims/4021599-019) [condition/argued] -- Utility tokens are not investment contracts and not investments because they are meant for a good or service, and they are typically exempted from federal securities laws if they are properly set up.
  > Utility tokens are not investment contracts and are not investments because are meant for a good or service30 and they are typically exempted from federal securities laws if they are properly set up.31
  Wulf A. Kaal, Securities Versus Utility Tokens (2022). SSRN: https://ssrn.com/abstract=4021599

**2025**

- [5583610-019](https://wulfkaal.github.io/claims/5583610-019) [condition/argued] -- LER units are not securities because they fail the third and fourth Howey prongs: they carry no expectation of speculative profit and their accrual does not depend on the entrepreneurial efforts of others.
  > While LERs may satisfy the first two prongs, they fail to meet the critical third and fourth prongs, thus ensuring they are not securities under U.S. federal securities law
  Wulf A. Kaal, Liquid Equity Rewards in Corporate America (2025). SSRN: https://ssrn.com/abstract=5583610

## Verify

Every claim above resolves to a record carrying a verbatim source quote, the sha256 of the source PDF, and a preformatted citation. Nothing here asks to be taken on trust.

    curl -s https://wulfkaal.github.io/entities/investment-contract.md | sha256sum

**Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.