Proof of "severe recklessness" requires "a showing that a defendant's conduct was an extreme departure of the standards of ordinary care which presents a danger of misleading buyers or sellers that is either known to a defendant or is so obvious that the actor must have been aware of it." SEC v. Shiner, 268 F. Supp. 2d 1333, 1343 (S.D. Fla. 2003) (citing Carriba Air, Inc., 681 F.2d at 1324). Additionally, a fact is "material" if a reasonable person "would attach importance to the fact misrepresented or omitted in determining his course of action."

Proof of "severe recklessness" requires "a showing that a defendant's conduct was an extreme departure of the standards of ordinary care which presents a danger of misleading buyers or sellers that is either known to a defendant or is so obvious that the actor must have been aware of it." SEC v. Shiner, 268 F. Supp. 2d 1333, 1343 (S.D. Fla. 2003) (citing Carriba Air, Inc., 681 F.2d at 1324). Additionally, a fact is "material" if a reasonable person "would attach importance to the fact misrepresented or omitted in determining his course of action."

There is some authority for this. See SEC v. Unique Fin. Concepts, Inc., 196 F.3d 1195, 1199 n. 2 (11th Cir.1999)( “Under 20(b) of the Securities Act of 1933, and Section 21(d) of the Securities Exchange Act of 1934, the SEC is entitled to a preliminary injunction when it establishes the following: (1) a prima facie case of previous violations of federal securities laws, and (2) a reasonable likelihood that the wrong will be repealed.”); SEC v. Bravata, 763 F.Supp.2d 891, 918 (E.D.Mich.2011) (applying Unique Fin. Concepts standard); SEC v. Homestead Props., L.P., 2009 WL 5173685 at *2 (C.D.Cal. Dec. 18, 2009) (same); SEC v. Shiner, 268 F.Supp.2d 1333, 1340 (S.D.Fla.2003) (same); SEC v. Phoenix Telecom, LLC, 239 F.Supp.2d 1292, 1296 (N.D.Ga.2000) (same). The Court will follow this precedent.

The powers of partners or members in these forms of business can be altered by agreement, and may assume virtually any shape, despite the limitation on liability. As these business forms represent a hybrid between general and limited partnerships, it is unsurprising that courts, even in jurisdictions that apply Williamson to general partnership interests, have reached mixed results concerning whether the Williamson presumption against investment contract status applies to RLLP, LLP, and LLC interests. See, e.g., Robinson v. Glynn, 349 F.3d 166, 174 (4th Cir.2003); SEC v. Shiner, 268 F.Supp.2d 1333, 1340 (S.D.Fla.2003); Keith v. Black Diamond Advisors, Inc., 48 F.Supp.2d 326, 333 (S.D.N.Y. 1999). It is clear in this circuit, however, that an RLLP interest is an investment contract if one of the Williamson factors is present.

The Court notes, however, that additional discovery will be taken in this matter and that neither party should infer from this preliminary decision that the Court's findings and rulings will be unaffected by a full trial on the merits of this action. SEC v. Shiner, 268 F.Supp.2d 1333, 1343 (S.D.Fla.2003).B. Receiver

This strong presumption that general partnership interests aren't investment contracts is widely applied by federal and state courts alike. See, e.g. , Schooler , 905 F.3d at 1112 ; Shields , 744 F.3d at 643 ; Rivanna Trawlers Unlimited , 840 F.2d at 242 ;Gordon v. Terry , 684 F.2d 736, 741 (11th Cir. 1982) ; Slavik , 703 F.2d at 215 ; Sec. & Exch. Comm'n v. Shiner , 268 F. Supp. 2d 1333, 1340-44 (S.D. Fla. 2003) ; Great Lakes Chem. Corp. v. Monsanto Co. , 96 F. Supp. 2d 376, 391 (D. Del. 2000) ; Sec. & Exch. Comm'n v. Telecom Mktg., Inc. , 888 F. Supp. 1160, 1165 (N.D. Ga. 1995) ; Kline Hotel Partners v. Aircoa Equity Interests, Inc. , 725 F. Supp. 479, 481 (D. Colo. 1989) ; Power Petroleums, Inc. v. P & G Mining Co., Inc. , 682 F. Supp. 492, 493-94 (D. Colo. 1988) ; Roark v. Belvedere, Ltd. , 633 F. Supp. 765, 767 (S.D. Ohio 1985) ; McConnell v. Frank Howard Allen& Co. , 574 F. Supp. 781, 786 (N.D. Cal. 1983) ; Westlake v. Abrams , 565 F. Supp. 1330, 1343 (N.D. Ga. 1983) ; Nutek Info. Sys., Inc. v. Ariz. Corp. Comm'n , 194 Ariz. 104, 977 P.2d 826, 830 (Ariz. Ct. App. 1998) ; Corp. E. Assocs. v. Meester , 442 N.W.2d 105, 107 (Iowa 1989) ; Ak's Daks Commc'ns, Inc. v. Md. Sec. Div. , 138 Md.App. 314, 771 A.2d 487, 497 (2001) ; Bahre v. Pearl , 595 A.2d 1027, 1031 (Me. 1991) ; Russell v. French & Assocs., Inc. , 709 S.W.2d 312, 314 (Tex. App. 1986).