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2d Cir 5th Cir accredited investors affiliates amended apply BarChris broker broker-dealers business judgment rule Chris-Craft Industries Commission conduct Congress context controlling person Corp corporate damages dealer decision defense directors discussed distribution due diligence duty to disclose effective enforcement federal securities laws filed fraud Hence infra injunctive insider trading investment investors invoke issue issuer liability limited material merger Moreover non-affiliates nondisclosure offer or sale pari delicto parties permitted plaintiff post-effective period pre-filing period private right prohibits provides proxy public offering purchase registered offering registration statement reliance remedy resale restricted securities RICO right of action S.Ct safe harbor sale of securities scienter SEC Rule SEC's Second Circuit Section 10(b Section 11 Securities Act Release Securities Exchange Act Securities Regulation sell seller shareholders Shelf Registration solicitation standard statute statutory Steinberg Supp supra note Supreme Court tender offer tion transaction Transfer Binder underwriter violation