Northern Highlands I, II, LLC v. Comerica Bank

MEMORANDUM ***

Appellants appeal the district court’s dismissal of Appellants’ suit with prejudice *360 under Fed R. Civ. P. 12(b)(1) and 12(b)(6). As the facts and procedural history are familiar to the parties, we do not recite them here except as necessary to explain our disposition. We review de novo a Rule 12(b)(6) dismissal. Terracom v. Valley Nat’l Bank, 49 F.3d 555, 558 (9th Cir.1995). We assume the truth of well-pleaded factual allegations in the complaint, Bell Atl. Corp. v. Twombly, 550 U.S. 544 , 127 S.Ct. 1955, 1965 , 167 L.Ed.2d 929 (2007), but need not assume the truth of opinions, factual and legal conclusions, or arguments, Anderson v. Clow, 89 F.3d 1399, 1403 (9th Cir.1996).

1. Where, as here, the purchaser of assets in a corporation assumes control of corporate decisions instead of merely paying others to control funds and business decisions, the federal securities laws are not implicated. See Frederiksen v. Poloway, 637 F.2d 1147, 1153-54 (7th Cir.1981); Allard v. Arthur Andersen & Co., 924 F.Supp. 488, 496-97 (S.D.N.Y.1996). Moreover, the securities laws are not implicated where, as in the transactions at issue here, a transaction is motivated by a…