Is a promissory note subject to federal securities laws?

In our previous opinion we remanded this case to the United States District Court for the Southern District of New York (Sweet, J.) which had dismissed the complaint without having the benefit of our decision in Golden v. Garafalo, 678 F.2d 1139 (2d Cir.1982). The purpose of the remand was to afford the district court an opportunity to make a determination as to whether or not the instruments involved possessed the common characteristics of stock so as to make the transaction in question subject to the federal securities laws. On remand, the district court, in a decision dated May 5, 1983, held that the instruments possessed the attributes of stock and that the transaction involved securities within the meaning of the federal securities law. The question of whether the promissory note possessed these common characteristics was not reached in light of the holding regarding the stock.