I recently covered liability under Sections 11 and 12 of the Securities Act of 1933 in the securities regulation course that I teaching at the University of California, Irvine School of Law.  Thus, I was interested to read a recent ruling by U.S. District Judge Morrison C. England, Jr. in  Wong v. Tomaszewski, 2018 U.S. Dist. LEXIS 166916. The plaintiffs brought some sixteen causes of action, including claims for, inter alia, professional negligence, breach of fiduciary duty, the sale of unregistered securities, and various state law claims sounding in fraud.   According to Judge England, the plaintiffs' fourth cause of action alleged that "Plaintiffs' [sic] conduct amounted to the unregistered offer and sale of securities in violation of Section 12(a) the Securities Act of 1933 and its corresponding state-law statute, California Corporations Code § 25110".  The defendants countered that "the Fourth Cause of Action fails because in order to state a viable Section 12(a) claim, Plaintiffs must demonstrate scienter on the part of Defendants at the time they marketed the subject investment opportunity to Plaintiffs".  Judge England ruled that the Plaintiff's Fourth Cause failed because "have not pled sufficient facts to show scienter on Defendants' part at the time Defendants obtained their investment"