The parties would leave for trial whether the stock purchase agreement actually contains a misstatement or omission of material fact. For purposes of the motion to dismiss, the parties only dispute whether their stock purchase agreement was "by means of a prospectus or oral communication" and whether Congress intended that the Act should apply in the present case.
If prospectus is defined in such a broad context, Allen asserts that the totality of the Act and its legislative history would demonstrate that section 12 2 was not intended to include secondary market transactions. He argued successfully to the Eighth Circuit that section 17 a forbids such fraud only against investors, not brokers.It, therefore, exempts all transactions except by an issuer, underwriter, or dealer. The Supreme Court reversed, holding that section 17 a applied to the entire selling process. Decided May 7, Peter J. The Court focused on the definition of "person" in the Dictionary Act, 1 U. Ballay, F. All of these sections deal with initial distributions. In view of these [transaction and security] exemptions and the restriction of the bill's application to new offerings, the bill does not affect transactions beyond the need of public protection. The section we are most concerned with here, section 12, quoted supra, provides for civil liability for selling a security without an effective registration statement or for false information in a "prospectus or oral communication. Likewise, the First Circuit has allowed a section 12 2 claim involving a secondary market transaction. Yes, the Supreme Court assumed that much of the Act regulates new offerings. However, there are many possible interpretations of "prospectus. Dahl, U. Pacific's complaint asserts that Allen omitted material facts that rendered its representations in the stock purchase agreement false and misleading, constituting fraud in violation of the Securities Act, section 12 2 , and the Illinois Securities laws. Allen notes correctly that section 17 applies to securities sold "directly or indirectly," while section 12 2 applies to a "prospectus or oral communication. The district court denied the motion, concluding that arbitration was contrary to the remedies afforded by the Act.
The Impact of Section 12 2 on the Act Section 17 and the Act Section 10 b The defendants argue that section 12 2 should be viewed in light of corresponding provisions in the Act and the Securities Exchange Act of Act48 Stat.
This case presents a single issue of law: the scope of section 12 2 of the Securities Act of Act48 Stat. But section 2 begins with the phrase "When used in this title, unless the context otherwise requires InDunlop merged with Olympic Industriesanother manufacturer of tyres and cables, and owner of the Beaurepaires automotive service chain.
Accord Rowland, U. Init sold its tyre making business to Goodyear to focus on the manufacturing of latex products.Such an approach would result in an entirely new definition in the place of section 2 The district court found that the sellers had mailed a prospectus to the purchasers that contained material false statements, but that the transaction did not violate sections 12 1 - 2. Although the present case involves the word "requires" rather than "indicates," the Court's discussion of the word "context" is particularly instructive. The Tenth Circuit first ruled that the oil and gas lease involved a security sale within the meaning of the Act. GNB abandoned the public offering once it entered into the private stock purchase agreement with Pacific, although the agreement did warrant and represent the truthfulness of the information in the registration statement. Thus, certain communications could be classified as prospectuses under section 2 10 without complying with section The broad remedial goals of the Securities Act are insufficient justification for interpreting a specific provision "more broadly than its language and statutory scheme reasonably permit. The Supreme Court reversed, holding that section 17 a applied to the entire selling process. Section 12 2 prohibits fraud in a prospectus. Morash, U. Section 2.
Naftalin, U. Allen argues that section 12 2 is not another "major departure" from the general observation that the Act applies only to initial offerings and the Act applies to secondary market transactions.Nevertheless, the Tenth Circuit upheld a section 12 2 claim in a case where no registration statement was required and the sale of the securities involved a secondary market transaction. Section 2 10 a-b. Allen is not interested; it prefers to keep the money rather than regain the stock. The words "oral communication" are words of form, not substance; they describe how one communicates a message, not the message content. See supra, part I. This case presents a single issue of law: the scope of section 12 2 of the Securities Act of Act , 48 Stat. Ripple voted to rehear en banc on the question of a conflict with Ballay v. Naftalin, U. Allen, however, wants a more narrow definition, arguing section 12 2 does not apply to secondary market transactions. Derke J.
Of course, by closing the door under section 10 b and rule 10b-5 to persons who have been negligently defrauded, but who cannot prove scienter, the Supreme Court invited all such persons to look to other sections of the securities law.
The company was also renamed Dunlop Olympic.