MEMORANDUM OPINION AND ORDER
SHADUR, Senior District Judge.
Whirlpool Financial Corporation ("Whirlpool") has sued GN Holdings, Inc. ("GN"), W.R. Grace & Co. — Conn. ("Grace"), Kevin ("Kevin") and Michelle Clark (collectively "Clarks") and Robert ("Robert") and Diane Bok (collectively "Boks") to rescind Whirlpool's $10 million loan to GN. Because that transaction involved the "sale" of GN's $10 million note to Whirlpool for securities laws...
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