Texas Business Court Decision – July 1, 2026
No. 25-BC01B-0038 Jean Thompson and Thompson Petroleum Corporation v. Anchor Capital GP LLC and Michael Mann (First Division, Judge Whitehill) 26 Tex. Bus. 41. 25-bc01b-0038-thompson-v-anchor-capital-gp-2026-tex-bus-41.pdf
For the court’s prior opinion on Plaintiff’s Motion for Summary Judgment and a fuller statement of the case see, the court’s May 4, 2026 opinion Thompson, et al. v. Anchor Capital, et al, 2026 Tex. Bus. 21. A summary can be found at this link 25-bc01b-0038-thompson-v-anchor-capital-gp-2026-tex-bus-21.pdf
Promissory Notes/Texas Security Act.
Background: Jean Thompson, through her family holding company, invested millions in funds managed by Anchor Capital GP LLC, a private equity brokerage run by defendant Mann. In September 2024, Mann asked Thompson to lend Anchor money to buy out a departing partner; Thompson agreed on the condition that Mann provided a personal financial statement and guaranty. The parties executed a Secured Promissory Note, Security Agreement, and Personal Guaranty, which was later amended when Mann needed additional funds for a second partner buyout. In May 2025, Thompson invoked her inspection rights and sought Anchor’s books and records. After months of what Thomas characterized as inadequate responses from Mann, she declared an Event of Default and accelerated the loan. She sued for, among other things, violation of the Texas Securities Act (TSA), alleging the Note was an unregistered security sold through misrepresentations.
Issue Presented: Whether the Note constitutes a “security” under the TSA, such that Thompson’s TSA claim can proceed, or whether it is, instead, a non-security commercial loan. Held: the Note is not a security.
Discussion. The court applies the U.S. Supreme Court’s “family resemblance” test from Reves v. Ernst & Young, 494 U.S. 56, 63-63 (1990), which Texas courts have adopted for determining whether a note is a security. Because the Note here had a four-year maturity, it did not qualify as a “short-term” note exempt from securities analysis, so the court proceeded to the Reves “family resemblance” factors. Evaluating these factors – the parties’ motives, the investing public’s reasonable expectations, and the presence of risk-reducing measures – the court found the evidence mixed on motives (Mann’s capital-raising purpose favored security status, while Thompson’s below-market, borrower-friendly terms cut against it) but concluded that the Note’s plain language (which never referenced “investors” or “investments”), the absence of any advertisement as an investment, the parties’ sophistication and the extensive risk-mitigating protections (collateralization, personal guaranty, inspection rights, and financial disclosure covenants) collectively outweighed the motive factor. The court therefore holds, as a matter of law that the Note is a commercial loan transaction and not a TSA security, and it grants Defendants’ Motion for Partial Summary Judgment on plaintiffs’ securities claim.