Ohio’s Blue Sky Law provides protection for purchasers regardless of who initiates the transaction; intent is irrelevant. See Callahan v. Class One, Inc., 58 Ohio St.3d 76, 567 N.E.2d 1036 (Ohio 1991) (syllabus). Ohio courts have repeatedly summarized the purpose of the Blue Sky Law in terms like these: The purpose of the Ohio Securities Act, generally referred to as Ohio Blue Sky Law, “is to prevent those persons willing to market worthless or unnecessarily risky securities from soliciting the purchasing public without first subjecting themselves and their securities to reasonable licensing and registration requirements designed to protect the public from its own stupidity, gullibility and avariciousness.” Perrysburg T 453, 467, 89 S.Ct. 564, 21 L.Ed.2d 668 (1969) (citing Dasho) (<HOLDING>). Here, plaintiffs were using their shares of
holding minority shareholders to be forced sellers for the purpose of 10b because corporation forced shareholders to sell their shares for cash or else realize no value from the stock holding that the trustee could not bring a claim against sole shareholders of bankrupt corporation where shareholders had not looted or otherwise injured the corporation holding that a corporation exists as an entity apart from its shareholders even where the corporation has but one shareholder the general proposition of corporate identity apart from its shareholders leads us to conclude in accordance with decisions from other jurisdictions that the attorneys client is the corporation and not the shareholders holding that shareholders had failed to maintain their status as shareholders by selling their shares after they had filed their complaint and therefore had lost standing to maintain a derivative suit holding that in a merger shareholders are effectively purchasing shares in a new corporation while losing their status as shareholders in the previous corporation