The definitions of "security" in Section 2(a)(1) of the Securities Act and Section 3(a)(10) consist of long lists of instruments. Nowhere in these lists are partnerships interests. In 1981, the Fifth Circuit Court of Appeals adopted three factors that would establish a general partnership interest as a security. Williamson v. Tucker, 645 F.2d 404 (5th Cir. 1981). Yesterday, the Ninth Circuit Court of Appeals applied the Williamson factors to uphold a District Court's determination that the general partnership interests were investment contracts governed by federal securities law. United States SEC v. Gpc Jma, 2018 U.S. App. LEXIS 27449. The opening line of Judge N. Randy Smith's opinion provides a succinct summary:
"Dressing an investment contract in the trappings of a general partnership interest does not immunize that interest from the federal securities laws."
