Accredited Investor
An individual or entity meeting SEC-defined financial thresholds or professional qualifications that permit participation in private offerings under Regulation D — the gatekeeper definition for security token offering access.
Alternative Trading System (ATS)
A SEC-regulated trading venue that matches orders in securities without registering as a national securities exchange — the primary regulatory framework for platforms operating secondary markets in tokenized securities.
Howey Test
The four-prong legal test established by the Supreme Court in SEC v. W.J. Howey Co. (1946) to determine whether a transaction constitutes an investment contract and therefore a security under federal law — the foundational framework for SEC digital asset classification.
Security Token
A digital asset that represents a traditional security — equity, debt, fund interest, or revenue share — recorded on a blockchain, subject to SEC registration or exemption requirements, and tradable through registered market infrastructure.
Wells Notice
A formal notification from SEC staff to a company or individual that the staff intends to recommend enforcement action to the Commission — providing the recipient an opportunity to respond before charges are filed.