Assignment task: What are all potential securities law issues above case, specific and explain thoughts fully. Draw reasonable inferences from the facts, and if you need additional facts to resolve issues, state what those facts are and why you need them.
Eamon and Cary Smith want to start up their own luxury airplane flying business called "Brothers in Wings". However, as much as Eamon and Cary have been interested in flying as a hobby, neither of them has ever flown a plane before - they are just ideas people! So Eamon and Cary turn to family friend, Amelia Cheeks, who has been a professional pilot for 10 years and recently sold her own boutique company for over $1 million. The three of them formally set up Brothers in Wings as an LLC and get to work. The LLC's Articles of Organization installed Amelia as the manager of the LLC and vested in her nearly all day-to-day responsibility. Eamon and Cary's role would primarily be to provide capital to help fund the venture.
Two years later, business is going great and the LLC is looking to raise additional funds to be able to expand their airplane fleet. Their goal is to be able to raise $15 million, ideally in as short as time as possible. The brothers have some additional family and friends scattered throughout the country who they think may be able to provide close to $5 million. They also are part of a professional network of young, high-net-worth entrepreneurs, who may be able to chip in several million as well. They will need to expand their network though to be able to hit their $15 million.
To work towards their goal, Amelia, Eamon and Cary enlist the firm of Broker Dealer R Us ("BDRU") who specializes in unregistered security offerings. To everyone's delight, they are able to raise all $15 million by selling 1 million shares, with Eamon and Cary purchasing 100,000 shares each. Nine months later and in need of cash to help pay for his upcoming wedding; Eamon elects to sell 50,000 of his 100,000 shares via a BDRU broker.
Unbeknownst to Amelia, Eamon and Cary, there is major trouble brewing at BDRU. The culture is very cutthroat, and BDRU employees will do anything to close a deal. In the case of the $15 million raised for Brothers in Wings, one BDRU employee named Scrooge McRich made up his own version of Brothers in Wings' prior years' revenue to make the investment look extra enticing and ensure that he would hit his bonus for that quarter.
You work at the SEC and have gotten wind of some of the funny business going on at BDRU.