In the Ninth Circuit Court of Appeals decision on SEC v. Murphy , all of the following were considerations in determining an offering to be a private placement except :

Question

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The Ninth Circuit Court of Appeals does not require an arm's length relationship between the issuer and the purchaser to determine an offering as a private placement. The focus is more on the sophistication of the offerees, the number of offerees, and the manner of the offering rather than the relationship between the issuer and the purchaser.

In the Ninth Circuit Court of Appeals Decision on SEC