Analyze Legal Reasoning for Business Law class: Northcap was incorporated in New Mexico in 2015 for the purpose of installing solar panels. The following year, James Shore, the CEO, made an agreement with LME, Inc., an Ohio corporation to have LME consult with Northcap to raise $1 million through an offering of stock. LME agreed to identify potential investors and help draft documents. Neither Northcap nor LME were registered to sell securities in New Mexico. The two companies then engaged Capital, a company from Spain (also not registered to sell securities in New Mexico), to solicit foreign investors for the Northcap offering. Capital thereafter began soliciting investors in Europe. When it found an investor it would notify Shore who would send documents via Federal Express to the investor. The investor would then return the documents by email and send money via a wire transfer to New Mexico. By 2017, 23 investors had contributed almost $400,000 and the securities sold were converted into shares of a Nevada corporation. If New Mexico’s blue sky laws makes it unlawful to sell or offer to sell any securities unless they have been registered or are federally covered from within the state, can Northcap claim preemption under Regulation S of the federal law?
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