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Try CasePortal for FreeJ. Menendez rules in favor of the SEC in a securities action against the companies alleging that they bought and sold billions of newly issued shares of microcap securities without registering as or associating with a dealer. There is undisputed evidence showing that the companies bought and sold securities as part of a regular business under the meaning of the Securities Exchange Act and the dealer definition. The companies conceded that they never registered with the SEC as a dealer and there is no dispute that neither the individual nor the company associated with any entity that was registered as a dealer. The companies cannot assert an advice-of-counsel defense because there was neither complete disclosure of relevant facts or a request for the advice which would have allowed any reliance on that advice to be in good faith.