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[In Trouble] Isaiah, an Issuer of Stock, May Be in Trouble

Question 48

Multiple Choice

[In Trouble] Isaiah, an issuer of stock, may be in trouble. He sold stock in a new health club venture before the effective date of registration. He did so because he was in financial trouble due to other projects. Isaiah thought that the health club venture would be such a success that he would never get caught. Unfortunately, he was wrong. The health club venture has significant problems, and investors are looking for some way to hold Isaiah responsible. Another problem Isaiah has is that he inflated information regarding the prospects of the health club in the prospectus. Rafal, a new lawyer, told Isaiah that as far as he knew, Isaiah could be fined for violations under the Securities Act of 1933, but he could not be sent to prison. Isaiah told Rafal that was good news and that no one should feel sorry for the investors because none of them made any effort to check on information contained in the prospectus or to investigate the future profitability of the health club venture. Isaiah says that he plans to rely on the due diligence defense. Isaiah also asks Rafal if he is aware of any other defenses. Isaiah says that once before he was held liable for a violation of the Securities Act of 1933, and he does not want to be in trouble again.
-Which of the following, if any, may be defenses for Isaiah?


A) For any alleged violations, Isaiah could raise the defense that a plaintiff was aware of the omission or false statement when the security was purchased; but no defense is available based on the theory that omitted or false statements were immaterial to the sale of the security.
B) For any alleged violations Isaiah could raise the defenses that a plaintiff was aware of the omission or false statement when the security was purchased, and that any omitted or false statement was immaterial to the sale of the security.
C) Except for the violation of selling securities before the effective registration date, Isaiah could raise the defense that a plaintiff was aware of the omission or false statement when the security was purchased; but no defense is available based on the theory that omitted or false statements were immaterial to the sale of the security.
D) Except for the violation of selling securities before the effective registration date, Isaiah could raise the defenses that a plaintiff was aware of the omission or false statement when the security was purchased, and that any omitted or false statement was immaterial to the sale of the security.
E) No defenses are available to Isaiah because he had already been held liable to the SEC once.

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