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 six 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”? United States v. Wolfson, 405 F. 2d 779, 1968 U. S. App. Lexis 4342 (United States Court of Appeals for the Second Circuit)
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