Howey Test (pass or fail)

[Daniel M.]

Hi! What's the minimum a partner needs to do in an LLC (owning rental property) to be considered active enough to avoid it being labeled an investment security under the Howey Test?

[Don Konipol]

Quote from @Jay Hinrichs:

Quote from @Nicholas Bourque:

@Don Konipol Your information on exempt private offerings is not correct and you could harm people with that advice.

I am a compliance specialist for private placements.

@Don Konipol   how is Don's advice wrong specifically ?? 

Amazing how @Nicholas Bourque goes silent when asked to explain his outrageous remark.  In fact, I have reviewed his posts, and have found a number of incorrect pieces of information.  For example, he states that syndications and special purpose vehicles are one and the same.  Actually, most syndications do not utilize special purpose vehicles, as those syndications may be holding numerous investments.  Further, most special purpose vehicles are not syndications, they’re merely entities set up form a specific purpose and have no relationship to anything being syndicated.  They can cross paths, but don’t necessarily have to. 

Mr. Bourque styles himself as the expert on compliance with SEC regs, but doesn’t state his educational background, experience, or any track record.  My gut, until proven wrong, is that he’s just another pretender hoping to cash in on self promotion/marketing.  If he’d like to provide evidence that my analysis is incorrect, I’d be happy to stand corrected.