Getting Rid of the Security Blanket: Why the Limited Partnership Units in Liberty Property Trust v. Republic Properties Corp., 577 F.3d 335 (D.C. Cir. 2009), Are Not "Securities"

Authors

Allison B. Pitzer

Abstract

The Securities and Exchange Act broadly defines the term “security.”  The Howey test, however, narrowed the definition of a “security” to be any investment contract where a person invests money and expects profits to arise solely from the efforts of others.  The effect of finding whether an interest is a security will determine whether certain disclosures are required in transactions.  The D.C. Circuit found the investment contracts in Liberty Property Trust v. Republic Properties Corp. to be “securities.”  This Casenote argues that the majority incorrectly applied the Howey test and ignored the purpose of the Securities and Exchange Act, and that the investment contracts should not have been considered “securities.”  The same parties were present on both sides of the transaction, therefore, profits were not expected to be derived solely from the efforts of others.

Recommended Citation

Allison B. Pitzer, Getting Rid of the Security Blanket: Why the Limited Partnership Units in Liberty Property Trust v. Republic Properties Corp., 577 F.3d 335 (D.C. Cir. 2009), Are Not "Securities", 35 S. Ill. U. L.J. 203 (2010).
Available at: https://opensiuc.lib.siu.edu/siulj/vol35/iss1/7