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Definition of a Security
Issuer Exemptions from Registration
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2d Cir 9th Cir adopted affiliates alleged amended apply arbitration Bank of Denver Blue Sky Law broker-dealer Commission conduct Congress context controlling person Corp corporation damages dealer defendant directors disclose disclosure discussed due diligence duty enforcement exemption federal securities laws fiduciary filed forward-looking statements Hence Howey infra Insider Trading investment investors issue issuer Lampf legislation liability material ment merger Moreover nonaffiliates Nonetheless pari delicto parties Partnership period plaintiff private right prospectus provides proxy public offering purchase pursuant reasonable registration statement reliance remedy resale respondeat superior restricted securities right of action safe harbor scienter SEC Rule SEC's Section 10(b Section 11 Securities Act Release Securities Exchange Act Securities Fraud Securities Litigation sell seller shareholders soft information standard statute of limitations statutory Steinberg Supp supra note Supreme Court tender offer theory tion transaction Transfer Binder undersigned underwriter violation