A panel of the Colorado Court of Appeals today held that, contrary to a prior panel’s holdings, the Williamson “presumption” that a general partnership interest is not a security applies to the Colorado Securities Act (“CSA”). The Court also held, again contrary to the prior panel’s holdings, that (1) under the second Williamson test, venture-specific experience is not required, and (2) under the third Williamson test, the question is whether the managing partner is essentially irreplaceable; not whether the general partners are able to fill the managing partner role themselves. Lastly, the Court held that the three Williamson tests account for economic realities and a court should consider other economic realities only if they aren’t adequately accounted for under the three Williamson tests. The case is Chan v. HEI Resources, 2020 COA 87.
