Legal Opinion · Dissent
Liberty Property Trust v. Republic Properties Corp.
Court of Appeals for the D.C. Circuit
Decided August 21, 2009No. 08-7095Published
1DissentRandolph, Senior Circuit Judge
I believe the district court correctly ruled that the limited partnership units sold to the Republic Property Corporation in the September 2005 transaction did not qualify as “securitfies]” under the Securities and Exchange Act, 15 U.S.C. § 77b(a)(1). Republic Property Trust v. Republic Properties Corp., 540 F.Supp.2d 144, 160-62 (D.D.C.2008). As the majority points out, some courts have held that limited partnership units are “investment contracts,” and thus “securities” under § 77b(a)(1). See Louis Loss, Securities Regulation 971 & n. 213 (4th ed.2007). Other courts have held that limited…
2Cases cited5 opinions
- Securities and Exchange Commission v. W. J. Howey Co.Supreme Court of the United States · 1946
- United Housing Foundation, Inc. v. FormanSupreme Court of the United States · 1975
- Tcherepnin v. KnightSupreme Court of the United States · 1967
- Securities and Exchange Commission v. Life Partners, Incorporated and Brian D. PardoCourt of Appeals for the D.C. Circuit · 1996
- Republic Property Trust v. Republic Properties Corp.District Court, District of Columbia · 2008