Is this sales scheme a “security” that should have been registered with the sec?

Published by Jeannie R. Ferrell

Dec 8, 2022


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I need you to answer in a well written way
1.A sole proprietorship is not a separate legal entity, so it does not pay taxes at the business level. Instead, the earnings and losses from a sole proprietorship are reported on the sole proprietor’s personal income tax filing. A sole proprietorship business earns income and pays expenses during the course of operating the business. A sole proprietor has to file tax returns and pay taxes to state and federal governments. For federal and state income tax purposes, a sole proprietor must prepare personal income tax forms and report the income or loss from the sole proprietorship on his or her personal income tax forms.
Critical Legal Thinking
What are the benefits of being the owner of a sole proprietorship? What are the detriments?
Jerry Schuster, inherited his father’s business and thereafter ran the business as a sole proprietorship under the d.b.a. “Diversity Heating and Plumbing.” One year later, the boiler installed in Vernon’s building broke and could not be repaired. Vernon demanded that Jerry Schuster honor the warranty and replace the boiler. When Jerry Schuster refused to do so, Vernon had the boiler replaced at a cost of $8,203 and sued Jerry Schuster to recover this amount for breach of warranty. Jerry Schuster argued that he was a sole proprietor and as such he was not liable for the business obligations his father had incurred while operating his own sole proprietorship. Is Jerry Schuster liable for the warranty made by his father?
3. Jose Pena and Joseph Antenucci were medical doctors who were partners in a medical practice. Both doctors treated Elaine Zuckerman during her pregnancy. Her son, Daniel Zuckerman, was born with severe physical problems. Elaine, as Daniel’s mother and natural guardian, brought a medical malpractice suit against both doctors. The jury found that Pena was guilty of medical malpractice but that Antenucci was not. The amount of the verdict totaled $4 million. The trial court entered judgment against Pena but not against Antenucci. Plaintiff Zuckerman made a post-trial motion for judgment against both defendants. Is Antenucci jointly and severally liable for the medical malpractice of his partner, Pena? Zuckerman v. Antenucci, 478 N.Y.S.2d 578, 1984 N.Y. Misc. Lexis 3283 (Supreme Court of New York)
14.3 Tort Liability
Thomas McGrath was a partner in the general partnership law firm Tarbenson, Thatcher, McGrath, Treadwell & Schoonmaker. One day, at approximately 4:30 p.m., McGrath went to a restaurant–cocktail establishment in Kirkland, Washington. From that time until about 11 p.m., he imbibed considerable alcohol while socializing and discussing personal and firm-related business. After 11 p.m., McGrath did not discuss firm business but continued to socialize and drink until approximately 1:45 a.m., when he and Fredrick Hayes, another bar patron, exchanged words. Shortly thereafter, the two encountered each other outside, and after another exchange, McGrath shot Hayes. Hayes sued McGrath and the law firm for damages. Who is liable? Hayes v. Tarbenson, Thatcher, McGrath, Treadwell & Schoonmaker, 749 P.2d 178, 1988 Wash. App. Lexis 27 (Court of Appeals of Washington)
14.4 Liability of Limited Partners
Virginia Partners, Ltd. (Virginia Partners), a limited partnership organized under the laws of Florida, conducted business in Kentucky but failed to register as a foreign limited partnership, as required by Kentucky law. Robert Day was tortiously injured in Garrard County, Kentucky, by a negligent act of Virginia Partners. At the time of the accident, Day was a bystander observing acid being injected into an abandoned oil well by Virginia Partners. The injury occurred when a polyvinyl chloride (PVC) valve failed, causing a hose to rupture from its fitting and spray nitric acid on Day, severely injuring him. Day sued Virginia Partners and its limited partners to recover damages. Are the limited partners liable?
4. Robert K. Powers and Lee M. Solomon were among the limited partners of the Cosmopolitan Chinook Hotel (Cosmopolitan), a limited partnership. Cosmopolitan entered into a contract to lease and purchase neon signs from Dwinell’s Central Neon (Dwinell’s). The contract identified Cosmopolitan as a “partnership” and was signed on behalf of the partnership, “R. Powers, President.” At the time the contract was entered into, Cosmopolitan had taken no steps to file its certificate of limited partnership with the state, as required by limited partnership law. The certificate was not filed with the state until several months after the contract was signed. When Cosmopolitan defaulted on payments due under the contract, Dwinell’s sued Cosmopolitan and its general and limited partners to recover damages. Powers and Solomon denied liability, arguing that they were limited partners. Dwinell’s Central Neon v. Cosmopolitan Chinook Hotel, 587 P.2d 191, 1978 Wash. App. Lexis 2735 (Court of Appeals of Washington)
What is a defective formation of a limited partnership?
Did Powers and Solomon act ethically in denying liability for the contract?
Are the limited partners liable?
5. The general rule is that members of an LLC are not personally liable to third parties for the debts, obligations, and liabilities of an LLC beyond their capital contribution. Members have limited liability (see Exhibit 15.1). The debts, obligations, and liabilities of an LLC, whether arising from contracts, torts, or otherwise, are solely those of the LLC [ULLCA Section 303(a); RULLCA Section 304(a)].
Exhibit 15.1 Limited Liability Company (LLC)
Figure 15.1 Full Alternative Text
The limited liability of members of LLCs is shown in the following examples.
Example Five members form of an LLC. Each member invests $30,000 capital in the LLC. The LLC purchases $300,000 of supplies and materials on credit from a supplier. After some time, the LLC experiences financial difficulty and goes out of business with no assets but owing the supplier-creditor $250,000. In this case, the five members have each lost their $30,000 capital investment but are not personally liable for the $250,000 debt still owed by the LLC to the creditor.
Example Wayan, Chenoa, and Bjork form an LLC to own and operate a business. Each member contributes $40,000 capital. While driving his automobile on LLC business, Bjork accidentally causes an automobile accident that significantly injures another driver. The injured driver can recover damages from the LLC because Bjork was acting within the scope of the ordinary business of the LLC when the accident occurred. Wayan and Chenoa have limited liability up to the capital contributions they made to the LLC but they are not personally liable to the injured person. The injured person can recover damages for his or her injuries from the personal property of Bjork because he committed the negligent act.
In the following case, the court addressed the issue of the limited liability of a member of an LLC.
CASE 15.1 STATE COURT CASE Limited Liability CompanySiva v. 1138 LLC
2007 Ohio 4667, 2007 Ohio App. Lexis 4202 (2007)Court of Appeals of Ohio
“Finally, the evidence did not show that Siva was misguided as to the fact he was dealing with a limited liability company.”
—Brown, Judge
Five members—Richard Hess, Robert Haines, Lisa Hess, Nathan Hess, and Zack Shahin—formed a limited liability company called 1138 LLC. Ruthiran Siva owned a commercial building located at 1138 Bethel Road, Franklin County, Ohio. Siva entered into a written lease agreement with 1138 LLC whereby 1138 LLC leased premises in Siva’s commercial building for a term of five years at a monthly rental of $4,000. 1138 LLC began operating a bar on the premises. Six months later, 1138 LLC was in default and breach of the lease agreement. Siva sued 1138 LLC and Richard Hess to recover damages. Siva received a default judgment against 1138 LLC, but there was no money in 1138 LLC to pay the judgment. Hess, who had been sued personally, defended, arguing that as a member-owner of the LLC, he was not personally liable for the debts of the LLC. The trial court found in favor of Hess and dismissed Siva’s complaint against Hess. Siva appealed.
Is Richard Hess, a member-owner of 1138 LLC, personally liable for the debt owed by the LLC to Siva?
Language of the Court
Based upon the evidence presented, a reasonable trier of fact could have concluded that 1138 LLC became insolvent due to unprofitable operations. Moreover, even if the record suggests poor business judgment by Hess, it does not demonstrate that he formed 1138 LLC to defraud creditors. Finally, the evidence did not show that Siva was misguided as to the fact he was dealing with a limited liability company. Siva’s counsel drafted the lease agreement and Siva acknowledged at trial he did not ask any of the owners of 1138 LLC to sign the lease in an individual capacity.
The court of appeals held that Hess, as a member-owner of 1138 LLC, was not personally liable for the debt that the LLC owed to Siva. The court of appeals affirmed the decision of the trial court that dismissed Siva’s complaint against Hess.
Critical Legal Thinking QuestionsDid Hess owe an ethical duty to pay the debt owed by 1138 LLC to Siva? Did Siva act ethically by suing Hess personally to recover the debt owed by the 1138 LLC?
6. If a franchise is properly organized and operated, the franchisor and franchisee are separate legal entities. Therefore, the franchisor deals with the franchisee as an independent contractor. Franchisees are liable on their own contracts and are liable for their own torts (e.g., negligence). Franchisors are liable for their own contracts and torts. Generally, neither party is liable for the contracts or torts of the other.
7.Christopher, Melony, Xie, and Ruth form, LLC, a limited liability company. The four members are all PhD scientists who have been working together in a backyard garage to develop a handheld wireless device that contains facial recognition technology that lets you keep track of anyone you want anywhere in the world as well as zoom in on the person being tracked without that person knowing you are doing so. This new device, called Eros, costs only $29 and makes the owners $25 profit per unit sold. The owners agree that they will buy a manufacturing plant and start producing the unit in 6 months. Melony, who owns a one-quarter interest in, LLC, decides she wants “more of the action” and soon, so she secretly sells the plans and drawings for the new Eros unit to a competitor for $100 million. The competitor comes out with exactly the same device, called Zeus, in one month and beats, LLC, to market. The LLC, which later finds out about Melony’s action, suffers damages of $100 million because of Melony’s action. The LLC sues Melony to recover damages.
Is Melony liable to, LLC?
Did Melony act ethically in this case?
Is the duty of loyalty different for a member of an LLC if the member is not a manager of a manger-managed LLC?
8. A vehicle driven by Michael O’Niell crashed while traveling on Louisiana Highway 30. Vanessa Savoy, a 19-year-old guest passenger in the vehicle, sustained severe injuries as a result of the collision. O’Niell, who was under the legal drinking age, had been drinking at Fred’s Bar and Grill prior to the accident. Fred’s Bar is owned by Triumvirate of Baton Rouge, Inc., a corporation. Marc Fraioli is the sole shareholder and president of Triumvirate corporation. Fraioli was not at Fred’s Bar the night that O’Niell was served alcohol at the bar. Savoy, through a legal representative, brought a lawsuit against O’Niell, O’Niell’s automobile insurance company, Triumvirate corporation, and Fraioli seeking damages for her injuries. Savoy alleged that O’Niell was intoxicated at the time of the accident and that his drinking caused the collision. Savoy alleged that Triumvirate corporation was liable for serving O’Niell alcohol when he was underage and that Fraioli was liable as the owner of Triumvirate corporation.
Fraioli filed a motion for summary judgment asserting that as the shareholder of Triumvirate corporation he was not liable for the corporation’s debts. The trial court granted summary judgment to Fraioli and dismissed him as a defendant in the case. Savoy appealed.
Is Fraioli personally liable for the debts of Triumvirate, a corporation of which he is the sole shareholder?
Language of the Court
As a general rule, a corporation is a distinct legal entity, separate from the individuals who comprise them, and individual shareholders are not liable for the debts of the corporation. Mr. Fraioli met his burden of proving Triumvirate’s corporate existence. Plaintiff failed to offer any evidence identified by law as indicia that Mr. Fraioli and Triumvirate are not actually separate entities. The involvement of a sole or majority shareholder in a corporation is not sufficient alone, as a matter of law, to establish a basis for disregarding the corporate entity.
The court of appeal held that Fraioli was not personally liable for the debts of the Triumvirate corporation of which he was the sole shareholder. The court of appeal affirmed the trial court’s grant of summary judgment dismissing Fraioli from the case.
Critical Legal Thinking Questions What reasons could there be for Fraioli to operate his business as a corporation rather than as a sole proprietorship? Was it ethical for Fraioli to assert the corporate shield to avoid liability in this case?
9. Local farmers in Manchester, Iowa, decided to build an ethanol plant. The farmers and other investors invested $3,865,000 and formed Northeast Iowa Ethanol, LLC (Northeast Iowa), to hold the money and develop the project. The project needed another $20 million, for which financing needed to be secured.
Jerry Drizin formed Global Syndicate International, Inc. (GSI), a Nevada corporation, with $250 capital. Drizin formed GSI for the purpose of assisting Northeast Iowa to raise the additional financing for the project. Drizin talked Northeast Iowa into transferring its money to GSI, and the money was placed in a bank in south Florida to serve as security for a possible loan. Drizin commingled those funds with his own personal funds. Through an array of complex transfers by GSI, the funds of Northeast Iowa were stolen. Some funds were invested in a worthless gold mine and other worthless investments.
Plaintiff Northeast Iowa sued Drizin for civil fraud to recover its funds. Drizin defended, arguing that GSI, the corporation, was liable but that he was not personally liable because he was but a shareholder of GSI. The plaintiffs alleged that the doctrine of piercing the corporate veil applied and that Drizin was therefore personally liable for the funds. Who wins?
10. Lawrence Gaffney was the president and general manager of Ideal Tape Company (Ideal). Ideal, which was a subsidiary of Chelsea Industries, Inc. (Chelsea), was engaged in the business of manufacturing pressure-sensitive tape. Gaffney recruited three other Ideal executives to join him in starting a tape manufacturing business. The four men remained at Ideal for the two years it took them to plan the new enterprise. During this time, they used their positions at Ideal to travel around the country to gather business ideas, recruit potential customers, and purchase equipment for their business. At no time did they reveal to Chelsea their intention to open a competing business. The new business was incorporated as Action Manufacturing Company (Action). When executives at Chelsea discovered the existence of the new venture, Gaffney and the others resigned from Chelsea. Chelsea sued Gaffney and the others to recover damages. Chelsea Industries, Inc. v. Gaffney, 449 N.E.2d 320, 1983 Mass. Lexis 1413 (Supreme Judicial Court of Massachusetts)
What is the fiduciary duty of loyalty?
Did Gaffney act ethically in this case?
Did Gaffney and his partners breach their fiduciary duty of loyalty?
11. Maher Kara was an investment banker at Citigroup healthcare investment banking group. He dealt with highly confidential information about mergers and acquisitions involving Citigroup’s clients. Maher began sharing inside information with his brother Mounir Kara, also known as Michael, about pending mergers and acquisitions. Maher knew that Michael was trading in securities based on the inside information. Maher sometimes used code words to communicate inside information to his brother. Other times, he shared inside information about deals he was not working on in order to avoid detection. Without Maher’s knowledge, Michael fed the inside information to Bassam Yacoub Salman, Michael’s friend and Maher’s brother-in-law. Michael told Salman that the information was coming from Maher. Salman traded on the information and made over $1.5 million in profits by the time the authorities caught on.
Salman was indicted on four counts of securities fraud and one count of conspiracy to commit securities fraud in violation of Section 10(b) and Rule 10b-5. Facing charges of their own, both Maher and Michael pleaded guilty and testified against Salman at trial. At trial, Salman argued that he could not be held liable for tippee trading because the tipper (Maher, his brother-in-law) did not personally receive money or property from Salman in exchange for the tips and thus did not personally benefit from Salman’s trades. After a jury trial in U.S. district court, Salman was convicted on all counts and was sentenced to 36 months’ imprisonment and ordered to pay $730,000 in restitution. The U.S. court of appeals affirmed Salman’s conviction. Salman appealed to the U.S. Supreme Court.
Can a tippee be held liable for violating Section 10(b) and Rule 10b-5 if the tipper did not personally receive money or property from the tippee in exchange for the tips and did not personally benefit from the tippee’s trading?
Language of the U.S. Supreme Court
The tippee acquires the tipper’s duty to abstain from trading if the tippee knows the information was disclosed in breach of the tipper’s duty, and the tippee may commit securities fraud by trading in disregard of that knowledge. Accordingly, a gift of inside information to a friend, a family member, or anyone else would support the inference that the tipper exploited the trading value of inside information for personal purposes and thus personally benefited from the disclosure.
Here, by disclosing confidential information as a gift to his brother with the expectation that he would trade on it, Maher breached his duty of trust and confidence to Citigroup and its clients—a duty Salman acquired, and breached himself, by trading on the information with full knowledge that it had been improperly disclosed.
The U.S. Supreme Court held that a tippee is liable for violating Section 10(b) and Rule 10b-5 even if the tipper did not personally receive money or property from the tippee in exchange for the tips and did not personally benefit from the tippee’s trading.
Critical Legal Thinking QuestionsWhy is a tipper liable for disclosing inside information to a tippee? Should remote tippees such as Salman be held liable under Section 10(b) and Rule 10b-5? What percentage of tippee trading do you think the government catches?
12. Dare To Be Great, Inc. (Dare) was a Florida corporation that was wholly owned by Glenn W. Turner Enterprises, Inc. Dare offered self-improvement courses aimed at improving self-motivation and sales ability. In return for an investment of money, the purchaser received certain recordings, records, and written materials. In addition, depending on the level of involvement, the purchaser had the opportunity to help sell the Dare courses to others and to receive part of the purchase price as a commission. There were four different levels of involvement.
The task of salespersons was to bring prospective purchasers to “Adventure Meetings.” The meetings, which were run by Dare people and not the salespersons, were conducted in a preordained format that included great enthusiasm, cheering and charming, exuberant handshaking, standing on chairs, and shouting. The Dare people and the salespersons dressed in modern, expensive clothes, displayed large sums of cash, drove new expensive automobiles, and engaged in hard-sell tactics to induce prospects to sign their name and part with their money. In actuality, few Dare purchasers ever attained the wealth promised. The recordings and materials distributed by Dare were worthless. Is this sales scheme a “security” that should have been registered with the SEC?
13. Continental Enterprises, Inc. (Continental) had 2,510,000 shares of stock issued and outstanding. Louis E. Wolfson and members of his immediate family and associates owned in excess of 40 percent of those shares. The balance was in the hands of approximately 5,000 outside shareholders. Wolfson was Continental’s largest shareholder and the guiding spirit of the corporation, who gave direction to and controlled the company’s officers. During the course of five months, without public disclosure, Wolfson and his family and associates sold 55 percent of their stock through 6 brokerage houses. Wolfson and his family and associates did not file a registration statement with the SEC with respect to these sales. Do the securities sales by Wolfson and his family and associates qualify for an exemption for registration as a sale “not by an issuer, an underwriter, or a dealer”?
14. Leslie Neadeau was the president of T.O.N.M. Oil & Gas Exploration Corporation (TONM). Charles Lazzaro was a registered securities broker employed by Bateman Eichler, Hill Richards, Inc. (Bateman Eichler). The stock of TONM was traded in the over-the-counter market. Lazzaro made statements to potential investors that he had “inside information” about TONM, including that (1) vast amounts of gold had been discovered in Surinam and that TONM had options on thousands of acres in the gold-producing regions of Surinam; (2) the discovery was “not publicly known, but would be subsequently announced”; and (3) when this information was made public, TONM stock, which was then selling for $1.50 to $3 per share, would increase to $10 to $15 within a short period of time and might increase to $100 per share within a year.
Potential investors contacted Neadeau at TONM, and he confirmed that the information was not public knowledge. Relying on Lazzaro’s and Neadeau’s statements, the investors purchased TONM stock. The “inside information” turned out to be false, and the shares declined substantially below the purchase price. The investors sued Lazzaro, Bateman Eichler, Neadeau, and TONM, alleging violations of Section 10(b) of the Securities Exchange Act of 1934. The defendants asserted that the plaintiffs’ complaint should be dismissed because they participated in the fraud. Who wins?
15. James O’Hagan was a partner in the law firm Dorsey & Whitney in Minneapolis, Minnesota. Grand Metropolitan PLC (Grand Met), a company based in London, England, hired Dorsey & Whitney to represent it in a secret tender offer for the stock of the Pillsbury Company, headquartered in Minneapolis. While this transaction was still secret, O’Hagan began purchasing call options for Pillsbury stock. Each call option gave O’Hagan the right to purchase 100 shares of Pillsbury stock at a specified price.
O’Hagan continued to purchase call options for two months, and he became the largest holder of call options for Pillsbury stock. O’Hagan also purchased 5,000 shares of Pillsbury common stock at $39 per share. These purchases were all made while Grand Met’s proposed tender offer for Pillsbury remained secret to the public. When Grand Met publicly announced its tender offer one month later, Pillsbury stock increased to nearly $60 per share. O’Hagan sold his Pillsbury call options and common stock, making a profit of more than $4.3 million.
The U.S. Department of Justice charged O’Hagan with criminally violating Section 10(b) and Rule 10b-5. This was not a case of classic insider trading because O’Hagan did not trade in the stock of his law firm’s client, Grand Met, but the government alleged that O’Hagan was liable under the misappropriation theory for trading in Pillsbury stock by engaging in deceptive conduct by misappropriating the secret information about Grand Met’s tender offer from his employer, Dorsey & Whitney, and from its client, Grand Met. United States v. O’Hagan, 521 U.S. 642, 117 S.Ct. 2199, 1997 U.S. Lexis 4033 (Supreme Court of the United States)
What is the misappropriation theory?
Did O’Hagan act illegally in this case?
Did O’Hagan act ethically in this case?
16. Texas Gulf Sulphur Co. (TGS), a mining company, drilled an exploratory hole—Kidd 55—near Timmins, Ontario. Assay reports showed that the core from this drilling proved to be remarkably high in copper, zinc, and silver. TGS kept the discovery secret, camouflaged the drill site, and diverted drilling efforts to another site to allow TGS to acquire land around Kidd 55. TGS stock traded at $18 per share.
Eventually, rumors of a rich mineral strike began circulating. On Saturday, The New York Times published an unauthorized report of TGS drilling efforts in Canada and its rich mineral strike. On Sunday, officers of TGS drafted a press release that was issued that afternoon. The press release appeared in morning newspapers of general circulation on Monday. It read, in pertinent part, “The work done to date has not been sufficient to reach definite conclusions and any statement as to size and grade of ore would be premature and possibly misleading.”
The rumors persisted. Three days later, at 10 a.m., TGS held a press conference for the financial media. At the time of the press conference, TGS stock was trading at $37 per share. At this press conference, which lasted about 10 minutes, TGS disclosed the richness of the Timmins mineral strike and that the strike should run to at least 25 million tons in ore. The following two company executives who had knowledge of the mineral strike at Timmins traded in the stock of TGS:
David Crawford.  Crawford telephoned orders to his Chicago broker about midnight on the day before the announcement and again at 8:30 in the morning of the day of the announcement, with instructions to buy at the opening of the stock exchange that morning. Crawford purchased the stock he ordered.
Francis Coates.  Coates telephoned orders to his stock broker son-in-law to purchase the company’s stock shortly before 10:20 a.m. on the day of the announcement, which was just after the announcement had been made. Coates purchased the stock he had ordered.
After the public announcement, TGS stock was selling at $58. The SEC brought an action against Crawford and Coates for insider trading, in violation of Section 10(b) of the Securities Exchange Act of 1934. Securities and Exchange Commission v. Texas Gulf Sulphur Company, 401 F.2d 833, 1968 U.S. App. Lexis 5797 (United States Court of Appeals for the Second Circuit)
What is insider trading?
Was Crawford liable for engaging in insider trading?
Was Coates liable for engaging in insider trading?


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