A.S. Goldmen & Co. (Goldmen) (plaintiff) is a securities broker-dealer located in New Jersey. In 1996, it planned the initial public offering of Imatec, Ltd., a Delaware corporation doing business in New York. It registered the offering in several states, including New Jersey. While many states did approve of the IPO, the New Jersey Bureau of Securities (Bureau) (defendant) did not. The Bureau issued a Cease and Desist Order, prohibiting Goldmen from offering Imatec securities to purchasers in other states from within the State of New Jersey. Goldmen then commenced this action in federal court, claiming that the Bureau violated the Commerce Clause of the United States Constitution by prohibiting the offering to states that had approved the IPO. The district court ruled in favor of Goldmen. The Bureau then appealed to the Third Circuit Court of Appeals.