QUESTION 1.
Gold Mine raised the following defenses. Assess the viability of each defense: That the offering was a private placement exempt from registration based on Section 4(2) of the Securities Act. Gold Mine may argue that it is exempt from the registration process. Section 4(a)(2) exempts transactions from registration if they do not involve a public offering. Gold Mines offering through the use of the PPM were directed at particular individuals rather than to the general public. Irving may argue that the over 1,000 professionals constituted a general public offering but likely this will not hold ...
