Securities & Investment

Texas Securities Act claims, fund disputes, and investor litigation

Promissory Note Held Not a Security Under Texas Securities Act After Reves Analysis

Joel Reese | Jul 28, 2026

In Thompson v. Anchor Capital GP, the Texas Business Court granted summary judgment to defendants, holding that a promissory note issued to finance a private equity partner buyout was a loan, not a security under the Texas Securities Act. Applying the four-factor Reves v. Ernst & Young test, Judge Whitehill concluded plaintiffs' TSA claims failed as a matter of law.

Private Equity Summary Judgment Texas Securities Act Reves Test Promissory Note

Securities & Investment

Discovery Rule and Inquiry Notice Bar Fraud Claims Against Healthcare Investment Defendants Despite Alleged Concealment

Joel Reese | Jul 28, 2026

In Riverside Strategic Capital Fund I v. CLG Investments, 2025 Tex. Bus. 35, the Business Court of Texas granted traditional summary judgment on statute of limitations grounds, holding that inquiry notice more than four years before suit was filed barred fraud, money had and received, and conspiracy claims arising from a securities purchase agreement. The court found that summary judgment evidence conclusively established plaintiffs were aware of facts that would cause a reasonably prudent person to make an inquiry leading to discovery of their causes of action.

Private Equity Summary Judgment Statute of Limitations Discovery Rule Inquiry Notice Fraudulent Concealment Securities Purchase Agreement Healthcare