Blue Sky and Securities Case Law

Corporate Regulation and Change Class

Answer the following questions, use the case laws provided.

A Corporation is liable for material misrepresentations relied upon by an investor in making his decision to invest. Can the corporation’s officers and directors also be held liable? If so, in what circumstances?

See: Fla Stat. §517.301; §517.211(2) and Mesher v. Combs, 685 So2d 1391 (Fla Dist Ct App, 4th Dist, 1997)

2. Can the conduct of a wife, who is a partner in a family owned business, be considered as a securities violation in that she “aided in making the sale”? If so, in what circumstances?

See: Fla Stat §517.211(2) and Whigham v Muehl, 500 So 2d 1374 (Fla Dist Ct App, 1st Dist, 1987)
3. Faith promise pledge agreements can be issued by a religious organization. Why are they not considered securities? Who was to receive the profits, if any?

See: Fla Stat §517.12, and as defined in §517.021 and see: Greater Ministries Int’l v State, 689 So 2d 328 (Fla Dist Ct App, 2d Dist, 1997)
4. Using Fla Stat §517.12 and Compania de Elaborados de Café v Cardinal Capital Mgmt, 401 F. Supp 2d 1270 (SD Fla. 2003) explain the two reasons why the Claimant was not successful in the Compania case.

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