Brief Fact Summary. The Securities and Exchange Commission (Plaintiff) argued that the regulations stipulations of the Securities Act were violated when Datronic Engineers, Inc. (Defendant) began buying and merging private businesses.
Synopsis of Rule of Law. A corporation has the potential to violate the Securities Act by buying and merging private companies.
Such motions should be granted in only the rarest of instances.View Full Point of Law
Issue. Are regulations requirements of the Securities Act violated when a corporation buys and merges private companies?
Held. (Bryan, J.) Yes. Regulations requirements of the Securities Act may be violated when a corporation buys and merges private companies. As stated in Â§ 5 of the Act, utilizing mails to dispense unregistered securities â€œfor the purpose of a sale or for delivery after saleâ€ is banned. While Datronics argued that the merger transactions were not sales, a sale, as defined in Â§ 2(3) of the Act, is inclusive of dispersion of securities for sale. In these merger transactions, a small percentage of the shares were dispersed among Datronics shareholders, seeing as the shares were marketable, they had value. Therefore, it is true that the mergers used mails as a means to distribute unregistered sales, establishing a violation of Â§ 5. Future harm is likely, seeing as nine mergers have occurred thus far, which is satisfactory to justify an injunction. Vacated and remanded.
Concurrence. (Widener, J.) It appeared that no business purpose existed other than forming a market for the merged corporations’ interests, which is one of the most convincing reasons for finding a Â§ 5 violation.
Discussion. Stock dividends are the form of transaction witnessed in this case. Datronics eluded registration provisions by giving their shareholders additional shares of pre-issued stock, referred to as a â€œback-doorâ€ offering. This case shows that substance may triumph over formin securities laws enforcement actions.