Crowell-Collier Publishing Company (Crowell) hired Elliott & Company (Elliott) to sell debentures for Crowell. Gilligan, Will & Company (Gilligan) (defendant) purchased some debentures. Gilligan assured Crowell that it was making the purchase only as an investment and that it did not intend to further distribute the securities. Approximately 10 months after Gilligan’s purchase, Gilligan converted the debentures into stock and sold the stock on the American Stock Exchange (ASE). Purchasers on the ASE did not have information about the securities that would normally be contained in a registration statement. The Securities and Exchange Commission (SEC) (plaintiff) brought an enforcement action against Gilligan and found that Gilligan had violated federal securities law by buying and selling unregistered securities. Gilligan appealed the SEC’s order, asserting that it was not an underwriter and thus was exempt from the requirement to register the securities. Gilligan claimed that it had planned initially to hold the securities for investment purposes, but sold after a change in Crowell’s circumstances.