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本章内容涉及《证券法》第一章“总则”第1—8条。主要介绍了证券是什么、我国的证券市场概况及证券法中主要包括的法律制度。结合“美国证监会诉豪威公司案”，请思考：证券法上“证券”的概念是什么？
内容摘要： 证券法上“证券”的定义问题是证券的第一问题。证券是投资者为了获取利润而取得的代表投资性权利的凭证或合同，投资者之间共同形成了投资或者允许投资者对外拆分转让该证券，它具有损失本金的风险且该风险未受其他法律的有效规制。换言之，证券具有投资性、横向共同性与风险未受规制性（或风险裸露性）三大本质性特征。简言之，证券的特征可以概括为“共同投资、风险裸露”八个字，凡是符合该定义的凭证、产品或合同都是证券，都应该纳入到《证券法》调整范围，这就意味着我国《证券法》上证券的定义应扩大。但证券概念的扩大是有边界的，它不能涵盖所有的金融投资商品。证券是具有横向共同性特征的金融投资商品，但并非所有的金融投资商品都具有横向共同性。
关键词： 证券；金融商品；金融投资商品；投资合同；豪威测试
内容摘要： 金融机构或个人通过向投资者出售投资理财产品，骗取投资者钱财，应受到严格规制。为了保护投资者利益，防范投资理财欺诈，美国早在1933年就将投资合同纳入到证券法的规制范围中，美国最高法院更是利用其司法审判权在著名的“美国证监会诉豪威公司案”中制定了可操作性极强的认定投资合同的四个标准，将各种各样的投资理财产品纳入到司法监管中。在我国形形色色投资理财产品层出不穷的今天，我国也有必要借鉴美国的做法，将投资合同纳入证券法的调整范围，以避免重复监管和监管缺位。我国最高法院也有必要研究和借鉴“美国证监会诉豪威公司案”，制定有关认定投资合同的司法解释，以规范金融衍生产品、金融理财产品、有限合伙等投资理财产品市场，防范投资理财欺诈，保护投资者权益，维护社会稳定。
关键词： 投资合同；豪威规则；证券范围；投资者保护
Facts of the case：
The respondents， W.J. Howey Company and Howey-in-the-Hills Service， Inc.， are Florida corporations under direct common control and management. The Howey Company owns large tracts of citrus acreage in Lake County， Florida. During the past several years it has planted about 500 acres annually， keeping half of the groves itself and offering the other half to the public “to help us finance additional development.”Howey-in-the-Hills Service， Inc.， is a service company engaged in cultivating and developing many of these groves， including the harvesting and marketing of the crops.
Each prospective customer is offered both a land sales contract and a service contract， after having been told that it is not feasible to invest in a grove unless service arrangements are made. While the purchaser is free to make arrangements with other service companies， the superiority of Howey-in-the-Hills Service， Inc.， is stressed. Indeed， 85% of the acreage sold during the 3-year period ending May 31，1943， was covered by service contracts with Howey-in-the-Hills Service， Inc.
The land sales contract with the Howey Company provides for a uniform purchase price per acre or fraction thereof， varying in amount only in accordance with the number of years the particular plot has been planted with citrus trees. Upon full payment of the purchase price the land is conveyed to the purchaser by warranty deed. Purchases are usually made in narrow strips of land arranged so that an acre consists of a row of 48 trees. During the period between February 1， 1941， and May 31， 1943， 31 of the 42 persons making purchases bought less than 5 acres each. The average holding of these 31 persons was 1.33 acres and sales of as little as 0.65， 0.7 and 0.73 of an acre were made. These tracts are not separately fenced and the sole indication of several ownership is found in small land marks intelligible only through a plat book record.
The service contract， generally of a 10-year duration without option of cancellation， gives Howey-in-the-Hills Service， Inc.， a leasehold interest and “full and complete” possession of the acreage. For a specified fee plus the cost of labor and materials， the company is given full discretion and authority over the cultivation of the groves and the harvest and marketing of the crops. The company is well established in the citrus business and maintains a large force of skilled personnel and a great deal of equipment， including 75 tractors， sprayer wagons， fertilizer trucks and the like. Without the consent of the company， the land owner or purchaser has no right of entry to market the crop；[2] thus there is ordinarily no right to specific fruit. The company is accountable only for an allocation of the net profits based upon a check made at the time of picking. All the produce is pooled by the respondent companies， which do business under their own names.
The purchasers for the most part are non-residents of Florida. They are predominantly business and professional people who lack the knowledge， skill and equipment necessary for the care and cultivation of citrus trees. They are attracted by the expectation of substantial profits. It was represented， for example， that profits during the 1943-1944 season amounted to 20% and that even greater profits might be expected during the 1944-1945 season， although only a 10% annual return was to be expected over a 10-year period. Many of these purchasers are patrons of a resort hotel owned and operated by the Howey Company in a scenic section adjacent to the groves. The hotel’s advertising mentions the fine groves in the vicinity and the attention of the patrons is drawn to the groves as they are being escorted about the surrounding countryside. They are told that the groves are for sale；if they indicate an interest in the matter they are then given a sales talk.
It is admitted that the mails and instrumentalities of interstate commerce are used in the sale of the land and service contracts and that no registration statement or letter of notification has ever been filed with the Commission in accordance with the Securities Act of 1933 and the rules and regulations thereunder.