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55 Wash. & Lee L. Rev. 955 (1998)
Modern Partnership Interests as Securities: The Effect of RUPA, RULPA, and LLP Statutes on Investment Contract Analysis

handle is hein.journals/waslee55 and id is 965 raw text is: Modem Partnership Interests as Securities: The Effect of RUPA, RULPA, and LLP Statutes on Investment Contract Analysis James B. Porter* Table of Contents I. Introduction ........................................ 956 II. Federal Securities Law and the Definition of Security ..... 958 A. SEC v. Howey and the Investment Contract Test ....... 959 B. Traditional Securities Law Analysis of Partnership Interests ....................................... 963 1. General Partnership Interests as Securities ......... 963 2. Limited Partnership Interests as Securities ......... 966 III. Modem Partnership Law ............................. 970 A. General Partnerships Under RUPA .................. 971 B. Limited Partnerships Under RULPA ................. 978 C. Limited Liability Partnerships Under RUPA ........... 979 1. Background ................................. 979 2. Comparison of LLPs to General Partnerships ....... 982 IV. Investment Contract Analysis Under Modem Partnership Law .................................... 983 A. Diminished Importance of Formal Categories .......... 983 B. Modified Williamson Proposal ..................... 985 1. Partnership Agreement ........................ 986 2. Partner's Knowledge and Expertise .............. 989 3. Partner's Dependence ......................... 991 4. Partnership Size .............................. 992 C. General Comments Concerning Treatment of Limited Liability Partnership Interests ............... 992 V. Conclusion ........................................ 993 * The author wishes to thank Professor Lyman Johnson, Professor Allan Vestal, Debra Ingraham, and Christopher Meyer for their invaluable advice and helpful comments during the development of this Note. The author especially thanks his wife and daughter for their loving support.

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