Common Enterprise
A common enterprise is a requirement under the Howey Test where the fortunes of the investor are interwoven with the efforts of the promoter or other investors. In the context of crypto, this usually means that the success of a token holder is tied to the success of the project team or the collective pool of participants.
This can be established through horizontal commonality, where investors pool their assets, or vertical commonality, where investor success is linked to the promoter's success. Determining the existence of a common enterprise is often a focal point in litigation regarding whether a digital asset is a security.
It distinguishes passive investments from independent entrepreneurial activities. In decentralized networks, proving a common enterprise is complex because the influence of the core developers may diminish over time.
This concept is vital for understanding how protocol value accrual is structured and marketed. It forces developers to carefully design incentive models to avoid legal classification as a common enterprise if they wish to avoid security status.