Brief Fact Summary. Plaintiff, the Securities and Exchange Commission, brought this suit against Defendants, Texas Gulf Sulphur Co., et al., after Defendants bought shares of Texas Gulf while they secretly had positive information regarding mining activities carried out by the company.
Synopsis of Rule of Law. Insiders can not act on material information (information that a reasonable man would deem important to the value of the stock) until the information is reasonably, publicly disseminated.
Rather, proof of fraud is required in suits under § 10(b) of the 1934 Act and Rule X-10 B-5.View Full Point of Law
Issue. The issue is whether Defendants utilized material inside information when they purchase shares and calls of Texas Gulf stock.
Held. The Defendants withheld information that was material to shareholders and therefore were acting on insider information when they purchased their shares and calls on Texas Gulf stock. The court looked at the conduct of Defendants as evidence that the information was material: they purchased a great deal of shares in Texas Gulf, they deliberately kept the information from others, and the timing of their purchases occurred during the period that they exclusively held the information. It did not matter that there was still an element of uncertainty in the eventual mineral mining, but the key element was whether a reasonable person would believe that the information would be relevant to the price of the stock. Further, Defendants should not act upon the information until the information is disseminated to the point that the public would have had a reasonable opportunity to act on it.
Discussion. The court has moved away from Goodwin v. Agassiz where the emphasis was placed on whether a plaintiff suffered any damages and was directly wronged by a defendant insider. Now the test is whether defendants have an advantage over anyone without the information.