Securities and Exchange Commission v. McDonald Investment Co.

United States District Court for the District of Minnesota

343 F.Supp. 343 (1972)

Relevant factsFree

McDonald Investment Co. (defendant), a Minnesota firm, offered stock only to Minnesota residents, but the proceeds were intended for a real estate development in Arizona; the SEC (plaintiff) sued for failure to register, and McDonald argued the offering qualified for the intrastate exemption since it was limited to Minnesota residents.

IssueFree

Whether an issuer must have its principal place of business in the same state as the state in which a stock offering is made to qualify for the intrastate securities exemption.

Holding & reasoning

The court resolved the question by applying the controlling rule to the facts and explaining precisely why the outcome followed. Its reasoning ties the doctrine to the record so you can reproduce the analysis on an exam.

Procedural history, concurrence & dissent

This section traces the case from the trial court through appeal and lays out how each opinion lands. Separate writings sharpen the majority's limits and flag the arguments most likely to resurface in class.

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