The definition of securities under securities regulation has a close relationship with investor protection since the definition of securities under securities regulation directly determines the scope of the protection for investors. However, defining securities is not an easy task. Because of the dynamic of business world and the limitation of the statutory language, wrong doers by selling various types of the investment products can avoid the application of securities regulation. On the other hand, over extending the application of securities regulation may damage the interests of investors because securities regulation may create an urmecessary complying cost for professional investors This article introduces the concept and the application of the investment contract used by the U.S. court for dealing its securities definition cases. This article explains how the U.S. court by using the Howey Test to find the right balance between the investor protection and the investor's own liability. This article also compares the method to define securities under the securities regulation between the U.S. case law and Taiwanese legal system.