Great Lakes Chemical Corporation v. Monsanto Company
United States District Court for the District of Delaware
96 F.Supp.2d 376 (2000)
Relevant factsFree
Great Lakes (plaintiff) bought NSC, an LLC, from Monsanto (defendant), retaining the right to remove any NSC board member without cause even though the board otherwise continued running NSC; Great Lakes later sued Monsanto for securities-law violations based on alleged non-disclosures, and Monsanto moved to dismiss on the ground that the LLC interest was not a "security" under the Securities Act.
IssueFree
Whether an investment in an LLC satisfies the "profits solely from the efforts of others" prong of the Howey test if the investors hold significant control over the LLC.