GURFEIN, Circuit Judge: This appeal by the Diners’ Club, Inc. and Diners/Fugazy Travel, Inc. (collectively “Diners”) arises out of a series of transactions whereby the Fugazys sold the assets of their company, Fugazy Travel Bureau, Inc. 1 (“Fugazy Travel”) to Diners Club in return for unregistered stock in the latter company. The Fugazys, plaintiffs below, allege that the defendants fraudulently i…
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