¶1 dissenting.
¶2 Although I concur with the opinion of this court in every other respect, I cannot agree with its disposition of Taubman’s Second Assignment of Error.
¶3 R.C. 1707.02(G) provides as follows:
¶4 “Commercial paper and promissory notes are exempt when they are not offered directly or indirectly for sale to the public.”
¶5 In my view, Ohio Adm.Code 1301:6-3-02(C), which provides that commercial paper and promissory notes are exempt only if they are offered to officers and directors of the maker, impermissibly restricts the scope of the exclusion provided for in R.C. 1707.02(G). As Taubman points out, a promissory note sold to one’s brother for cash would not be exempt under the regulation, because it would not have been offered to an officer or director of the maker.
¶6 The words of the statute clearly establish that a private transaction involving commercial paper or promissory notes, between two persons having a close personal relationship, is not intended to be encompassed within the reach of the Ohio securities laws. Taubman attempted to make use of this exemption by claiming that a number of her victims were not merely members of the public with whom she transacted, but were close personal friends from whom she borrowed money evidenced by promissory notes. The evidence in support of this argument is weak; nevertheless, she was entitled to go to the jury with her argument that those transactions were exempt from Ohio’s securities laws. The trial court’s instruction that this exemption was available only to sales of paper or notes to officers or directors prevented Taubman from having the jury consider her argument with respect to those transactions that involved promissory notes.
¶7 I would sustain Taubman’s second assignment of error with respect to those counts that involved promissory notes.