green
Positive treatment
14.7 score
Treatment trajectory · 1969 → 2026 · click a year to view as-of
1969
1997
2026
Top citers, strongest first. 50 distinct citers.
How cited ↗
cited
Cited "but see"
Fed. Sec. L. Rep. P 94,031 Securities and Exchange Commission v. First American Bank and Trust Company
But see SEC v. Texas Gulf Sulphur, 401 F.2d 833 , 849 n. 11 (2d Cir. 1968), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1963). 23 .
discussed
Cited as authority (rule)
In Re Enron Corp. Secur., Deriv. &\ Erisa\" Lit."
In Texas Gulf Sulphur, the Second Circuit extended potential liability beyond a corporate insider or a person in a special relationship with the company with access to nonpublic information to reach "anyone who, trading for his own account in the securities of a corporation has 'access directly or indirectly, to information intended to be available only for a corporate purpose and not for the per *648 sonal benefit of anyone' ” based on the market unfairness of allowing that individual to take " 'advantage of such information knowing it is unavailable to those with whom he is dealing, i.e., …
discussed
Cited as authority (rule)
Fed. Sec. L. Rep. P 95,891 Candido Garcia Theresa Ruiz, Special Administrator of the Estate of Fedelina Munoz Adela Baros v. Gil E. Cordova
According to that measure, materiality "will depend at any given time upon a balancing of both the indicated probability that the event will occur and the anticipated magnitude of the event in light of the totality of the company activity.” Id. at 849.
discussed
Cited as authority (rule)
Joel Kronfeld v. Trans World Airlines, Inc. Transworld Corporation
(2×)
Addressing the second question, we said: 28 [M]aterial facts include not only information disclosing the earnings and distributions of a company but also those facts which affect the probable future of the company and those which may affect the desire of investors to buy, sell, or hold the company's securities. 29 In each case, then, whether facts are material within Rule 10b-5 when the facts relate to a particular event and are undisclosed by those persons who are knowledgeable thereof will depend at any given time upon a balancing of both the indicated probability that the event will occur a…
discussed
Cited as authority (rule)
Bianco v. Texas Instruments, Inc.
Where the corporate defendant has acted by releasing misleading or false statements to the public, the “in connection with” element is satisfied if the statements were “of a sort that would cause reasonable investors to rely thereon, and in connection therewith, so relying, cause them to purchase or sell a corporation’s securities.” Id., at 860; see also Teamsters Local 282 Pension Fund v. Angelos, 762 F.2d 522, 528-29 (7th Cir.1985).
cited
Cited as authority (rule)
Fed. Sec. L. Rep. P 92,283, 19 Fed. R. Evid. Serv. 989 Benjamin Rothberg v. Sanford Rosenbloom and Sanford M. Rosenbloom, for the Estate of David Rosenbloom, Deceased
Id. at 851.
discussed
Cited as authority (rule)
Fed. Sec. L. Rep. P 99,266 Irving Reiss v. Pan American World Airways, Inc.
Since such a claim must be viewed “in the light of the facts existing at the time of the release, ...” id. at 863, hindsight is of limited value and the fact that ultimate disclosure of the negotiations affected stock price is not compelling.
examined
Cited as authority (rule)
SECURITIES AND EXCHANGE COMMISSION, Plaintiff, Appellee, v. James E. MacDONALD, Jr., Defendant, Appellant
(4×)
also: Cited "see"
Id. at 849-50.
discussed
Cited as authority (rule)
O'Connor & Associates v. Dean Witter Reynolds, Inc.
Moreover, a brief perusal of the background to the application of the “disclose or abstain” duty considered in Chiarella does not support the conclusion that those investors to whom the “disclose or abstain” duty was owed do not have standing to recover for injuries resulting from violations of the Rule. *1181 In SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir. 1968), cert. denied sub nom., Kline v. SEC, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969), the Court of Appeals held that a corporate insider “in possession of material inside information must either disclose it to …
cited
Cited as authority (rule)
Fed. Sec. L. Rep. P 97,362 Securities and Exchange Commission v. D. Doyle Mize
Id. at 849 (emphasis added).
discussed
Cited as authority (rule)
UNITED STATES of America, Appellee, v. Vincent F. CHIARELLA, Defendant-Appellant
(2×)
Id. at 848. 10 But because he was not an insider of the target corporations, he argues, he did not owe a fiduciary duty to target shareholders who sold before the tender offer was announced.
cited
Cited as authority (rule)
Fed. Sec. L. Rep. P 95,294 MacAuley Whiting v. The Dow Chemical Company
And see SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 841 n. 4 (2 Cir. 1968), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 *685 (1969).
examined
Cited as authority (rule)
Harold S. Divine and Rita K. Divine v. Commissioner of Internal Revenue
(4×)
also: Cited "see"
See SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 863 (2 Cir. 1968), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969) (Waterman, J.) ('cannot . . . definitively conclude that (the press release) was deceptive or misleading'); id. at 866 (Friendly, J., concurring) ('No one has asserted, or reasonably could assert, that the purpose for issuing a release was anything but good.'); SEC v. Texas Gulf Sulphur Co., 258 F.Supp. 262, 296 (SDNY 1966), aff'd in part and rev'd in part, 401 F.2d 833 (2 Cir. 1968) (Bonsal, J.) (those issuing release 'exercised reasonable business judgment u…
discussed
Cited as authority (rule)
Fed. Sec. L. Rep. P 93,342 William Dasho v. The Susquehanna Corporation
(2×)
also: Cited "see, e.g."
Id. at 855.
discussed
Cited as authority (rule)
Smith v. Guaranty Service Corp.
(2×)
Judge Waterman, writing for the majority, found that “some form” of scienter was still required to prove a violation of Rule 10b-5, whether termed “lack of diligence, constructive fraud, or unreasonable or negligent conduct * * Id. at 855.
discussed
Cited as authority (rule)
Securities & Exchange Commission v. North American Research & Development Corp.
There it was held that Rule 10b-5 is violated by the corporation and its management “whenever assertions are made, as here, in a manner reasonably calculated to influence the investing public, e. g., by means of the financial media * * * if such assertions are false or misleading or are so incomplete as to mislead irrespective of whether the issuance of the release was motivated by corporate officials for ulterior purposes.” Id. at 862.
discussed
Cited as authority (rule)
Securities and Exchange Commission v. North American Research and Development Corp., Edward White and K. Ralph Bowman, Securities and Exchange Commission v. North American Research and Development Corp., and Martin Orenzoff, Alfred Blumberg, Lewis Dillman and Lars Hagglof & Co., Ltd.
There it was held that Rule 10b-5 is violated by the corporation and its management "whenever assertions are made, as here, in a manner reasonably calculated to influence the investing public, e. g., by means of the financial media * * * if such assertions are false or misleading or are so incomplete as to mislead irrespective of whether the issuance of the release was motivated by corporate officials for ulterior purposes." Id. at 862.
discussed
Cited as authority (rule)
Smith v. Murchison
C. v. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir. 1968) (en banc), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 *1084 (1969) 1 it has long been and still is the rule that 10b-5 extends “protection only to [a] defrauded purchaser or seller.” Birnbaum v. Newport Steel Corp., 193 F.2d 461, 464 (2d Cir. 1952).
cited
Cited "see"
Pfeiffer v. Toll
See SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 860-62 (2d Cir.1968) (holding that corporation is proper defendant), cert denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969).
discussed
Cited "see"
Log on America, Inc. v. Promethean Asset Management LLC
See SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 848 (2d Cir.1968) (en banc), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969) (“[A]nyone in possession of material inside information ... must either disclose it to the investing public, or, if he is disabled from disclosing it ... or he chooses not to do so, must abstain from trading in of recommending the securities concerned while such inside information remains undisclosed.”).
cited
Cited "see"
Securities & Exchange Commission v. Chester Holdings, Ltd.
See Softpoint, 958 F.Supp. at 862 (quoting SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 859 (2d Cir.1968) (en banc), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969)).
discussed
Cited "see"
In Re Inc.
See generally Basic, Inc. v. Levinson, 485 U.S. 224 , 108 S.Ct. 978 , 99 L.Ed.2d 194 (1988) (adopting test from SEC v. Texas Gulf Sulphur, 401 F.2d 833 (2d Cir.1968) (en banc ), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969), that materiality of contingent corporate event is determined by balancing probability of event occurring against its anticipated magnitude).
discussed
Cited "see"
Mellon Bank, N.A. v. Official Committee of Unsecured Creditors of R.M.L., Inc. (In re R.M.L. Inc.)
See generally Basic, Inc. v. Levinson, 485 U.S. 224 , 108 S.Ct. 978 , 99 L.Ed.2d 194 (1988) (adopting test from SEC v. Texas Gulf Sulphur, 401 F.2d 833 (2d Cir.1968) (era banc), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969), that materiality of contingent corporate event is determined by balancing probability of event occurring against its anticipated magnitude).
discussed
Cited "see"
Shaw v. Digital Equipment Corp.
See SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 848 (2d Cir.1968) (en banc), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969); see also SEC v. MacDonald, 699 F.2d 47, 50 (1st Cir.1983) (en banc).
discussed
Cited "see"
LL Capital Partners v. ROCKEFELLER CENTER PROPS.
It does not require an insider to volunteer any economic forecast.” Harkavy v. Apparel Industries, Inc., 571 F.2d 737, 741 (2d Cir.1978) (quoting Arber v. Essex Wire Corp., 490 F.2d 414, 421 (6th Cir.), cert. denied, 419 U.S. 830 , 95 S.Ct. 53 , 42 L.Ed.2d 56 (1974)); accord e.g., SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 848 (2d Cir.1968) (en banc), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969); see also Consolidated Gold Fields PLC v. Anglo American Corp., 713 F.Supp. 1457, 1470 (S.D.N.Y.), aff'd in part, rev’d in part on other grounds sub nom.
discussed
Cited "see"
United States Court of Appeals, Second Circuit
See SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 849 (2d Cir.1968) (in banc) ("[M]aterial facts include not only information disclosing the earnings and distributions of a company but also those facts which affect the probable future of the company and those which may affect the desire of investors to buy, sell, or hold the company's securities."), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969). 38 We are concerned, however, as was the District Court, about interpreting the securities laws to force companies to give their competitors advance notice of sensitive pricing inf…
discussed
Cited "see"
San Leandro Emergency Medical Group Profit Sharing Plan v. Philip Morris Companies, Inc.
See SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 849 (2d Cir.1968) (in banc) (“Material facts include not only information disclosing the earnings and distributions of a company but also those facts which affect the probable future of the company and those which may affect the desire of investors to buy, sell, or hold the company’s securities.”), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969).
discussed
Cited "see"
Securities & Exchange Commission v. Mayhew
See SEC v. Geon Industries, Inc., 531 F.2d 39, 47 (2d Cir.1976) (citing SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 849 (2d Cir.1968), cert. denied 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969)) (“[N]ot only the probability of an event but also the magnitude of its potential impact on a company’s fortunes are relevant to the determination of materiality of inside information.”); SEC v. Materia, 745 F.2d 197, 199 , (2d Cir.1984) cert. denied, 471 U.S. 1053 , 105 S.Ct. 2112 , 85 L.Ed.2d 477 *132 (1985). (“[E]ven a hint of an upcoming tender offer may send the price of the target…
discussed
Cited "see"
Arnold v. Society for Savings Bancorp, Inc.
See SEC v. Texas Gulf Sulphur Co., 2d Cir., 401 F.2d 833 , 849 (1968) (en banc) ("whether facts are material ... will depend at any given time upon a balancing of both the indicated probability that the event will occur and the anticipated magnitude of the event in light of the totality of the company activity”), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969); see also In re Anderson, Clayton Shareholders' Litig., Del.Ch., 519 A.2d 680, 691-93 (1986) (finding success on merits of disclosure claim unlikely on preliminary injunction; rejecting argument that asset appraisal …
discussed
Cited "see"
Rubinstein v. Collins
See S.E.C. v. Texas Gulf Sulphur Co., 401 F.2d 833 , 851 (2d Cir.1968) (en banc), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969); Basic, Inc. v. Levinson, 485 U.S. 224 , 240 n. 18, 108 S.Ct. 978 , 988 n. 18, 99 L.Ed.2d 194 (1988). 40 .
cited
Cited "see"
Securities & Exchange Commission v. Wellshire Securities, Inc.
See SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 861-62 (2d Cir.1968), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969).
discussed
Cited "see"
Potomac Capital Markets Corp. v. Prudential-Bache Corporate Dividend Fund, Inc.
See Kronfeld v. Trans World Airlines, 832 F.2d 726, 731-37 (2d Cir.1987), cert. denied, 485 U.S. 1007 , 108 S.Ct. 1470 , 99 L.Ed.2d 700 (1988) (explaining SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir.1968) (en banc), cert. denied sub nom., Kline v. SEC, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969)).
discussed
Cited "see"
Cernuda v. Heavey
See Government’s Memorandum at 20-21 (citing Teague v. Regional Commissioner of Customs, 404 F.2d 441, 445 (2d Cir.1968), cert. denied, 394 U.S. 977 , 89 S.Ct. 1457 , 22 L.Ed.2d 756 (1969) (regulations governing book imports from China and North Vietnam had only incidental First Amendment effect, with primary purpose to restrict dollar flow to hostile nations); American Documentary Films, Inc. v. Secretary of Treasury, 344 F.Supp. 703 (S.D.N.Y.1972) (rejecting TWEA First Amendment challenge when government refused to issue retroactive license, because film distributor would not divulge sourc…
cited
Cited "see"
Levine v. NL Industries, Inc.
See SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 862 (2d Cir.1968), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969).
cited
Cited "see"
Shamrock Holdings, Inc. v. Polaroid Corp.
See SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 848 (2d Cir.1968), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969).
cited
Cited "see"
Cresswell v. Sullivan & Cromwell
See Securities & Exchange Commission v. Texas Gulf Sulphur Co., 401 F.2d 833, 851 (2d Cir.1968), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969).
cited
Cited "see"
Tolan v. Computervision Corp.
See SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir.1968), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969).
discussed
Cited "see"
Starkman v. Warner Communications, Inc.
Further, the cost of a great expansion of liability to optionholders and concomitant larger judgments against corporations will ultimately be borne by the shareholders of public corporations, “usually the most important segment of the total category of investors intended to be protected.” Cohen, Truth in Securities Revisited, 79 Harv.L.Rev. 1340, 1370 (1967); See S.E.C. v. Texas Gulf Sulpher Co., 401 F.2d 833 , 867 (2d Cir.1968) (Friendly, J. concurring), ce rt. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969).
cited
Cited "see"
Hill v. Equitable Bank
See SEC v. Texas Gulf Sulphur, 401 F.2d 833 , 860 (2d Cir.1968), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969).
discussed
Cited "see"
Freschi v. Grand Coal Venture
See Securities & Exchange Comm'n v. Texas Gulf Sulphur Co., 401 F.2d 833 , 862-63 (2d Cir.1968), cert. denied, 394 U.S. 976 , 98 S.Ct. 1454 , 22 L.Ed.2d 756 (1969) (considering the existence of a private cause of action for investors misled by company misrepresentations as to the presence of mineral reserves without any suggestion that investors should have made their own geological investigations). 30 Freschi, moreover, did undertake some independent efforts to verify the soundness of the offering, as noted above: he obtained legal and accounting advice and sent an agent to inspect the office…
discussed
Cited "see"
Freschi v. Grand Coal Venture
See Securities & Exchange Comm’n v. Texas Gulf Sulphur Co., 401 F.2d 833 , 862-63 (2d Cir.1968), cert. denied, 394 U.S. 976 , 98 S.Ct. 1454 , 22 L.Ed.2d 756 (1969) (considering the existence of a private cause of action for investors misled by company misrepresentations as to the presence of mineral reserves without any suggestion that investors should have made their own geological investigations).
discussed
Cited "see"
Yoder v. Orthomolecular Nutrition Institute, Inc.
See SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 867-68 (2 Cir.1968) (Friendly, J., concurring), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969) 4 We perceive no reason why a contingency attached to a contractual right to acquire stock should remove that right from securities law coverage simply because it increases the risk that plaintiff will not obtain the shares.
cited
Cited "see"
Yoder v. Orthomolecular Nutrition Institute, Inc.
See SEC v. Texas Gulf Sulphur Co., 401 F.2d 833 , 867-68 (2 Cir. 1968) (Friendly, J., concurring), cert. denied, 394 U.S. 976 , 89 S.Ct. 1454 , 22 L.Ed.2d 756 (1969). .
Retrieving the full opinion text from the archive…
Daniels, aka Jones
v.
Michigan
v.
Michigan
No. 1009.
Supreme Court of the United States.
Apr 21, 1969.
Wendell A. Miles for petitioner., Frank J. Kelley, Attorney General of Michigan, and Robert A. Derengoski, Solicitor General, for respondent.
Douglas, Granted, Should.
Published
Ct. App. Mich. Certiorari denied.
Mr. Justice Douglas is of the opinion that certiorari should be granted.