As I was going over Judson’s Tax Service essay, I realized that in the past, you have expected students to discuss securities law as a cause of action for Donald. However, I have the following questions / comments:

1) This corporation is not a public traded company,

2) the corporation is not selling stocks (securities), and 

3) the loan by Donald is not a security, repayment of a loan is not contingent on the company’s expected gains or losses. There are no facts indicating that Judson has offered any percentage of ownership of the corp. to Donald, nor that Donald expected any profits from the efforts of others. 

Could you please explain how a securities issue is present?

RESPONSE:

The short answer is no.

As I have stated many times, answer the question asked.

(1) Tina now believes that her audit was mishandled by Judson. Who can she sue, on what basis, and what is the likelihood of success?
(2) Donald has not been paid. Who can he sue, on what basis, and what is the likelihood of success?
(3) Robert wants to sue to collect the 50% he was promised. Who can he sue, on what basis, and what is the likelihood of success?

If securities law is part of the answer to one of those questions, then it should be included.