I agree with the dissenting opinion. The
dissent proceed on the basis that the definition of securities should be
construed in an expanded manner. That this was the case was evident in the
wider construction of all the relevant authorities. In its application of Revs,
the dissent adopts the proposition by Justice Marshall as to the intention of
Congress when it enacted the Securities Act 1933. This reading allowed for the
dissent to presume all notes as securities before looking for any reason that
would challenge that presumption. This was quite different from the position
taken by the majority that sought to restrict the meaning of ‘securities.’
In situations of asymmetrical information as
trading in securities, it is only appropriate that the takes a wider view of
defining the parties that should be protected. In this case, parties with
insufficient information for no lack of due diligence on their part are the
ones that should get the protection of the law. It comes out from the
dissenting opinion that the appellant could not approach Integrated for
information relating to the note participations. It was, therefore, relegated
to relying on the publicly available information which would not have been
sufficient for knowing the financial position of Integrated.
Lastly, the dissenting opinion mostly
corresponds to the appropriate interpretation of the facts. A similar
interpretation would have led the majority to conclude that the intention of
the parties who took part in notes participations were not merely to facilitate
commerce but rather for investments.
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