Article Title

Real Estate Joint Venture Interests as Securities: The Implications of Williamson v. Tucker

Publication Title

Washington University Law Quarterly


The Fifth Circuit Court of Appeals in Williamson v. Tucker recently explicated the circumstances under which an interest in a real estate joint venture constitutes an investment contract and thus a security. The court also formulated a test for making such a determination. This Article discusses the history of investment contract analysis, critically examines the Williamson test, and suggests methods for joint venture promoters and their counsel to respond to the test.