CitationUnited States SEC v. Fehn, 97 F.3d 1276, 1996 U.S. App. LEXIS 26409, Fed. Sec. L. Rep. (CCH) P99,330, 96 Cal. Daily Op. Service 7516, 96 Daily Journal DAR 12375 (9th Cir. Nev. Oct. 9, 1996) Brief Fact Summary. Fehn (Defendant), an attorney representing CTI Technical, Inc. (CTI), had a suit brought against him, its founder, its officers and directors and its underwriter, by the Securities and Exchange Commission (SEC) (Plaintiff), in an investigation of CTI’s initial public offering (IPO), and alleged Fehn of aiding and abetting violations of Â&se ...
Search Results
Securities and Exchange Commission v. Capital Gains Research Bureau, Inc.
CitationSEC v. Capital Gains Research Bureau, Inc., 375 U.S. 180, 84 S. Ct. 275, 11 L. Ed. 2d 237, 1963 U.S. LEXIS 2446 (U.S. Dec. 9, 1963) Brief Fact Summary. An injunction was sought by the Securities and Exchange Commission (SEC) forcing Capital Gains Research Bureau, Inc. (Defendant) to disclose to clients its practice of only recommending shares after buying them for its own account. Synopsis of Rule of Law. A financial adviser may be required by the SEC, without a showing of intent to deceive, to reveal self-dealing that may affect clients. ...
SEC v. Banca Della SvizzeraItaliana
CitationSEC v. Banca Della Svizzera Italiana, 92 F.R.D. 111, 1981 U.S. Dist. LEXIS 15973, 32 Fed. R. Serv. 2d (Callaghan) 1650, Fed. Sec. L. Rep. (CCH) P98,346 (S.D.N.Y. Nov. 16, 1981) Brief Fact Summary. An action was filed againstBanca Della SvizzeraItaliana (BSI) (Defendant) and its foreign principals by the Securities Exchange Commission (SEC) (Plaintiff) for insider trading in call options on national stock exchanges and since BSI denied identification of its principals the SEC moved to compel disclosure of that information. Synopsis of Rule of Law. Sales transacted on U.S. securities ...
Lowe v. Securities and Exchange Commission
CitationLowe v. SEC, 472 U.S. 181, 105 S. Ct. 2557, 86 L. Ed. 2d 130, 1985 U.S. LEXIS 125, 53 U.S.L.W. 4705, Fed. Sec. L. Rep. (CCH) P92,062 (U.S. June 10, 1985) Brief Fact Summary. The Securities and Exchange Commission (SEC) (Plaintiff) wanted to stop Lowe (Defendant) and his company from printing general investment advice and commentary in a publication due to them not being registered investment advisers. Synopsis of Rule of Law. An investment adviser cannot be prevented from publishing a nonpersonalized investment publication just because he is not registered. ...
Chiarella v. United States
CitationChiarella v. United States, 445 U.S. 222, 100 S. Ct. 1108, 63 L. Ed. 2d 348, 1980 U.S. LEXIS 88, Fed. Sec. L. Rep. (CCH) P97,309 (U.S. Mar. 18, 1980) Brief Fact Summary. An employee of a printing company, Chiarella, utilized private information the company printed for profit. Synopsis of Rule of Law. Failure to disclose private information by those who are not corporate insiders will not be able to be held as liable under Rule 10b-5. ...
Rodriguez de Quilas v. Shearson/American Express, Inc.
CitationRodriguez de Quijas v. Shearson/American Express, Inc., 490 U.S. 477, 109 S. Ct. 1917, 104 L. Ed. 2d 526, 1989 U.S. LEXIS 2397, 57 U.S.L.W. 4539, Fed. Sec. L. Rep. (CCH) P94,407 (U.S. May 15, 1989) Brief Fact Summary. Rodriguez de Quijas (Plaintiff) contended that an arbitration clause in a brokerage contract was annulled conflicting with the Securities Act. Synopsis of Rule of Law. Arbitration clauses in brokerage agreements do not become unenforceable by the Securities Act. ...
Mills v. Electric Auto-Lite Co.
Citation396 U.S. 375 (1970) Brief Fact Summary. Shareholders (Plaintiff) of Electric Auto-Lite Company (Auto-Lite) (Defendant) wanted to have a merger set aside due to Auto-Lite’s dissemination of purported deceiving proxy information. Synopsis of Rule of Law. Where a significant, deceiving statement or omission is contained in a shareholders’ proxy solicitation, an adequate demonstration of causation betwixt the violation and the injury is shown where a shareholder showing that the proxy solicitation, not the deceitful statement, was a vital connection in effectuating the merger ...
Mastrobuono v. Shearson Lehman Hutton, Inc.
CitationMastrobuono v. Shearson Lehman Hutton, 514 U.S. 52 (U.S. Mar. 6, 1995) Brief Fact Summary. Shearson’s (Defendant) standard form client contract contained arbitration and choice-of-law provisions, although neither are explicitly stated, which they allege refused arbitrators the ability to award punitive damages. Synopsis of Rule of Law. An arbitral award of punitive damages that otherwise would be appropriate may not be impeded by a contractual choice-of-law provision. ...
J.I Case Co. v. Borak
CitationJ. I. Case Co. v. Borak, 377 U.S. 426, 84 S. Ct. 1555, 12 L. Ed. 2d 423, 1964 U.S. LEXIS 2352 (U.S. June 8, 1964) Brief Fact Summary. The shareholders authorized a merger of J.I. Case Co. (Defendant) with another corporation and Borak (Plaintiff), shareholder of J.I. Case Co, then argued that the proxy statements violated federal securities laws and desired private relief. Synopsis of Rule of Law. When no private right of action is explicitly sanctioned or banned, but where a federal securities act has been violated, a private civil action will lie and the court is welcome to creat ...
Gartenberg v. Merrill Lynch Asset Management, Inc.
CitationGartenberg v. Merrill Lynch Asset Mgmt., 694 F.2d 923, 1982 U.S. App. LEXIS 23592, Fed. Sec. L. Rep. (CCH) P99,001 (2d Cir. N.Y. Dec. 3, 1982) Brief Fact Summary. The quantity of fees paid by the Merrill Lynch Assets Trust (Defendant) to the fund manager and advisor, Merrill Lynch Assets Management, Inc. (Defendant), in accordance with § 36(b) of the Investment Company Act, was challenged by Gartenberg (Plaintiff). Synopsis of Rule of Law. In accordance with § 36(b) of the Investment Company Act, the correct standard to assess if a fund manager accomplished ...
Feder v. Frost
CitationFeder ex rel. Ivax Corp. v. Frost, 220 F.3d 29, 2000 U.S. App. LEXIS 19006, Fed. Sec. L. Rep. (CCH) P91,034 (2d Cir. N.Y. Aug. 7, 2000) Brief Fact Summary. The district court found that the defendant failed to attain any revenue from the transactions in questionin a ruling on a § 16(b) complaint. Synopsis of Rule of Law. With regard to insider trading under § 16(b), a beneficial owner consists of legislative insiders who have an indirect financial interest in the subject securities. ...
Elkind v. Liggett & Myers, Inc.
CitationElkind v. Liggett & Myers, Inc., 635 F.2d 156, 1980 U.S. App. LEXIS 11699, Fed. Sec. L. Rep. (CCH) P97,716 (2d Cir. N.Y. Dec. 4, 1980) Brief Fact Summary. On behalf of stockholders, Elkind (Plaintiff), sued Liggett & Myers Inc.(Liggett) (Defendant), after Liggett officers purportedly “tipped†financial analysts employed by Liggett’s regarding expected drops in Liggett stock, causing the selling of said stock the analyst’s clients, while ignorant plaintiff shareholders kept their shares. Synopsis of Rule of Law. Claimin ...
Dirks v. Securities and Exchange Commission
CitationDirks v. SEC, 463 U.S. 646, 103 S. Ct. 3255, 77 L. Ed. 2d 911, 1983 U.S. LEXIS 102, 51 U.S.L.W. 5123, Fed. Sec. L. Rep. (CCH) P99,255 (U.S. July 1, 1983) Brief Fact Summary. A tippee, Dirks (Defendant), using inside information obtained from tippers not operating for personal benefit, provided investment advice. Synopsis of Rule of Law. By trading on inside information, a “tippee†does not violate securities laws if his sources did not disclose the information for personal benefit. ...
Adams v. Standard Knitting Mills, Inc.
CitationAdams v. Standard Knitting Mills, 623 F.2d 422, 1980 U.S. App. LEXIS 17932, Fed. Sec. L. Rep. (CCH) P97,382 (6th Cir. Tenn. May 2, 1980) Brief Fact Summary. Peat, Marwick & Mitchell (Defendants) failed to state in a proxy solicitation that a corporation attaining control of Standard Knitting Mills (Defendant) via shareholder authorization, Chadbourn, was constrained by the terms of a bank loan contract from paying dividends on preferred stock. Synopsis of Rule of Law. Under the Securities Exchange Act of 1934, Rules 10b-5 and 14a-9 necessitate a demonstration of scienter of defe ...
Miley v. Oppenheimer & Co., Inc.
CitationMiley v. Oppenheimer & Co., 637 F.2d 318, 1981 U.S. App. LEXIS 20129, Fed. Sec. L. Rep. (CCH) P97,872 (5th Cir. Tex. Feb. 17, 1981) Brief Fact Summary. Oppenheimer (Defendant) contended that a jury award of real damages and the interest and commission paid by his client Miley (Plaintiff) as a result of Oppenheimer’s extreme trading, as well as damages due to the drop in the worth of Miley’s portfolio, established double recovery. Synopsis of Rule of Law. In a churning based action, the client may recover for the commission and interest paid because of extreme tradin ...
Randall v. Loftsgaarden
CitationRandall v. Loftsgaarden, 478 U.S. 647, 106 S. Ct. 3143, 92 L. Ed. 2d 525, 1986 U.S. LEXIS 138, 54 U.S.L.W. 5044, Fed. Sec. L. Rep. (CCH) P92,801 (U.S. July 2, 1986) Brief Fact Summary. A district court judgment granted recovery based on rescissory damages to investors (Plaintiff) in a tax shelter that Loftsgaarden (Defendant) sold, Loftsgaardenappealed . Synopsis of Rule of Law. The measure of damages obtainable by a defrauded tax shelter investor to void the falsified transaction or to recover rescissory damages is not lessened by whatever tax remunerations the investor may have g ...
Stephenson v. Paine Webber Jackson & Curtis, Inc.
CitationStephenson v. Paine Webber Jackson & Curtis, Inc., 839 F.2d 1095, 1988 U.S. App. LEXIS 3304, Fed. Sec. L. Rep. (CCH) P93,675 (5th Cir. La. Mar. 15, 1988) Brief Fact Summary. When tax attorney, Stephenson (Plaintiff)Â filed suit under, inter alia, Rule 10b-5, alleging that a broker for Paine, Webber, Jackson & Curtis, Inc (Paine) (Defendant), Welch (Defendant) participated in multiple trades in his account with Paine that were not authorized. Yet, Stephenson had ignoredmonthly statements and confirmation slips and did not attemptremedial action for almost a year, ...
Hollinger v. Titan Capital Corp.
Citation914 2.2d 1564 (9th Cir. 1990); cert denied, 499 U.S. 976 (1991) Brief Fact Summary. Investors (Plaintiff) were looking to recover the losses they suffered due to Wilkowski’s (Defendant) misappropriation of the assets they had trusted him with. Synopsis of Rule of Law. A broker-dealer may be held liable as a “controlling person” by proxy under § 20(a) of the Securities and Exchange Act of 1934, whenone of its registered agents violates the federal securities laws. ...
Blue Chip Stamps v. Manor Drug Stores
CitationBlue Chip Stamps v. Manor Drug Stores, 421 U.S. 723, 95 S. Ct. 1917, 44 L. Ed. 2d 539, 1975 U.S. LEXIS 141, 1975-1 Trade Cas. (CCH) P60,351, Fed. Sec. L. Rep. (CCH) P95,200 (U.S. June 9, 1975) Brief Fact Summary. Blue Chip Stamps (Defendant) was obligated to offer shares of itself to vendors who has utilized the stamp service under an antitrust consent decree. A member of said class of vendors, Manor Drug Stores (Plaintiff) claimed that Blue Chip’s prospectus was deceptive, and as a result did not purchase the stock. Synopsis of Rule of Law. A person who is not a â̈́ ...
Virginia Bankshares, Inc. v. Sandberg
CitationVa. Bankshares v. Sandberg, 501 U.S. 1083, 111 S. Ct. 2749, 115 L. Ed. 2d 929, 1991 U.S. LEXIS 3819, 59 U.S.L.W. 4887, Fed. Sec. L. Rep. (CCH) P96,036, 91 Cal. Daily Op. Service 5072, 91 Daily Journal DAR 7687 (U.S. June 27, 1991) Brief Fact Summary. The Board of Directors of Virginia Bankshares (Defendant) in petitioning proxies to vote on a suggested merger, stood for to its minority shareholders, counting Sandberg, (Plaintiff) that $42 a share was a “high value†and “fair price†for their stock, regardless of a convi ...
In re Worlds of Wonder Securities Litigation
CitationMiller v. Pezzani (In re Worlds of Wonder Sec. Litig.), 35 F.3d 1407, 1994 U.S. App. LEXIS 25471, Fed. Sec. L. Rep. (CCH) P98,393, 94 Cal. Daily Op. Service 7125 (9th Cir. Cal. Sept. 15, 1994) Brief Fact Summary. A toy company, Worlds of Wonder, Inc. (WOW) (Defendant), six months after issuing $80 million in junk bonds, filed for bankruptcy thereby rendering the bonds worthless. Synopsis of Rule of Law. (1) If the document sufficiently reveals the dangers implicated, future economic predictions in a prospectus are not actionable when the relevance of the information is of concern. ...
Ganino v. Citizens Util. Co.
CitationGanino v. Citizens Utils. Co., 228 F.3d 154, 2000 U.S. App. LEXIS 22493, Fed. Sec. L. Rep. (CCH) P91,210 (2d Cir. Conn. Sept. 6, 2000) Brief Fact Summary. Buyers (Plaintiff) of Citizens Utilities Company (Defendant) common stock claimed Citizens provided substantial inaccuracies by deceitfully acknowledging profits while lacking appropriate admission. Synopsis of Rule of Law. For a court to depend on only a solitary statistic or percentage standard to decide the relevance of a purported inaccuracy is erroneous. ...
Basic Incorporated v. Levinson
CitationBasic Inc. v. Levinson, 485 U.S. 224, 108 S. Ct. 978, 99 L. Ed. 2d 194, 1988 U.S. LEXIS 1197, 56 U.S.L.W. 4232, Fed. Sec. L. Rep. (CCH) P93,645, 24 Fed. R. Evid. Serv. (Callaghan) 961, 10 Fed. R. Serv. 3d (Callaghan) 308 (U.S. Mar. 7, 1988) Brief Fact Summary. Basic Incorporated (Defendant) argued that due to merger conversations not attaining the agreement-in-principle stage that public renunciations of those conversations were per se irrelevant. Synopsis of Rule of Law. The fact that merger conversations have failed to attain the agreement-in-principle stage will not make public ...
Escott v. BarChris Construction Corp
CitationEscott v. BarChris Constr. Corp., 283 F. Supp. 643, 1968 U.S. Dist. LEXIS 3853, 12 Fed. R. Serv. 2d (Callaghan) 588, Fed. Sec. L. Rep. (CCH) P92,179, 2 A.L.R. Fed. 86 (S.D.N.Y. Mar. 29, 1968) Brief Fact Summary. Having implemented due diligence when formulating a registration statement on behalf of BarChris (Defendant), the multiple principals and professionals involved argued that they were relieved from liability for the mistakes in that statement. Synopsis of Rule of Law. Those accountable for an inaccurate registration statement may be relieved of liability if they implemented d ...
Ernst & Ernst v. Hochfelder
CitationErnst & Ernst v. Hochfelder, 425 U.S. 185, 96 S. Ct. 1375, 47 L. Ed. 2d 668, 1976 U.S. LEXIS 2, Fed. Sec. L. Rep. (CCH) P95,479 (U.S. Mar. 30, 1976) Brief Fact Summary. Ernst (Defendant), and accounting firm, failed to expose an escrow account fraud plan committed by the president of the brokerage firm that retained Ernst, causing Hochfelder (Plaintiff) to seek damages for negligence under § 10(b) of the 1934 Act. Synopsis of Rule of Law. An action for civil damages fails to fall under § 10(b) of the Securities and Exchange Act of 1934 and SEC Rule 10b-5 ...