As Amended on Denial of Rehearing and Rehearing En Banc September 20, 1996.
O'SCANNLAIN, Circuit Judge:
In reviewing this saga of a debenture offering turned sour, we must decide whether any of the supporting cast on the offeror's side have violated the securities laws. In particular, we must determine whether the lender in a financial transaction should be considered a "controlling person" of its borrower.
I
We begin with the facts that...
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