Interest (Part 1)
Real Estate Interests as Securities
Question arises under
federal law and
Federal law: classically, mandates full disclosure. The issuer of securities files a
registration statement that includes a prospectus designed to s
October 9th, 2012
A Twisted Murder
Lust, power, and vengeance are all major attributes in ancient Greece. There once was a
man, a mighty warrior by the name of Agamemnon who rose as a king and the commander of the
Trojan war who was known for
The term mythology can refer either to a collection of myths (a mythos, e.g., Inca mythology) or
to the study of myths (e.g., comparative mythology). In folkloristic, a myth is a sacred
narrative usually explaining how the world or humankind came to be
The Cyclopes were gigantic one eyed monsters. The most famous is Polyphemus, the Cyclops
blinded by Odysseus. Hesiod mentions only three (not a race or tribe): Arges (thunderbolt),
Steropes (lightning), and Brontes (thunder), obviously storm gods.They wer
King of an island off the western coast of Greece; one of the heroes who fought in the Trojan
War. On his trip home from Troy, Odysseus and his shipmates encountered a number of perils.
At one point their ship was blown far off course, and they fetched up
Gilgamesh was the fifth king of Uruk, modern day Iraq (Early Dynastic II, first dynasty of
Uruk), placing his reign ca. 2500 BC. According to the Sumerian king list he reigned for 126
years. In the Tummal Inscription, Gilgamesh, and his son Urlugal, re
The Golden Age was a mythical first period of man when everything was happy and easy, and
mortals lived like gods, although they died, but only as if falling asleep. No one worked or grew
unhappy. Spring never ended. It is even described as a period in wh
In Greek mythology, Aphrodite is the goddess of love, beauty and sexual rapture. According to
Hesiod, she was born when Uranus (the father of the gods) was castrated by his son Cronus.
Cronus threw the severed genitals into the ocean which began to churn
Athena is the Greek virgin goddess of reason, intelligent activity, arts and literature. Athena is the
daughter of Zeus. She sprang full grown in armour from his forehead, thus has no mother. She is
fierce and brave in battle but, only wars to defined the
The Aeneid is not only a magnificent piece of art, it is also the gateway to understanding
the different views of the rise of the Roman empire. Taking place after the Trojan war, Aeneas
who was the foe of Achilles in the Liad is determined he has a destin
Interest (Part 10)
Wals v. Fox Hills Dev. Corp. (end)
The requirement of uniform disclosure to investors only makes sense if the investors are
obtaining the same thing, namely an undivided share in the same pool of assets and
Or if the purchased
Interest (Part 9)
Wals v. Fox Hills Dev. Corp. (contd)
that the side agreements constituted an investment contract within the definition
that the securities were not registered with the SEC
that therefore they were entitle
Interest (Part 2)
SEC v. W.J.Howey Co.
328 U.S. 293 (1946).
Promoter publicly offered for sale strips of Florida citrus acreage;
buyers received fees simple absolute by warranty deeds.
To avoid the Joiner Leasing problem, the Promoter avoided mandatory
Interest (Part 3)
The purchaser was required to exert great effort, attend meetings and self-improve.
Meetings were like revivals, much chanting, jubilation, even money humming.
Glenn W. Turner Enterprises (contd)
Although mention of money-humming is
Interest (Part 4)
Investment of money is clear here. Was there a common enterprise?
Brown v. Rairigh (contd)
Brown v. Rairigh notes 3 different approaches to the common enterprise requirement:
1. A one-on-one dealing between offeror and offeree is suffic
Interest (Part 5)
In this case, is the victim the buyer or the seller?
There is no concomitant protection for unsophisticated sellers who are persuaded
to sell part of their business by purchasers, the latter knowing full well that they
have an absolute
Interest (Part 11)
He then admonishes against expanding the definition of security too far: Congress, in
enacting the securities laws, did not intend to provide a broad federal remedy for all
Marine Bank: the CD itself
Purchasers received a fixed
Interest (Part 6)
Mitchell-Lama Act project for low-cost cooperative housing. N.Y. Housing Finance
Agency provided 40-year, Below Market Interest Rate loans to the developer, who also
received substantial tax exemptions.
Developer agreed to operate on a
Interest (Part 7)
Most basically, the purchasers sued under 10b of the Securities Exchange Act of 1934:
It shall be unlawful for any person in the offer or sale of any securities by the use of any means
or instruments of transportation or
Interest (Part 8)
Forman (Supreme Court rejected 2d Circuits finding of profits)
1. There is no authority that a payment of rent used to pay interest is a profit because
it has become deductible.
2. The deductibility of intere
Zeus, the youngest son of Cronus and Rhea, he was the supreme ruler of Mount Olympus and of
the Pantheon of gods who resided there. Being the supreme ruler he upheld law, justice and
morals, and this made him the spiritual leader of both gods and men. Zeu