Under SEC Regulation D, offerings in unlimited amount can be made solely to
accredited investors and can be exempt from the registration process.
To correctly transfer shares of stock, a delivery from the owner of the shares directly to
the transferee is required.
On January 15, 2009, Anders brought an action against Barnes for breach of a contract
for the sale of electronic parts. The breach occurred on January 10, 2005, and Anders
discovered the breach on January 20, The state statute of limitations for contract actions
is five years. Barnes raised the UCC statute of limitations as a defense to the action. Is
this defense valid?