Securities Law Commons^™

Looking A Gift Of Stock In The Mouth: Donative Transfers And Rule 10b-5, Carol J. Sulcoski

Michigan Law Review

This Note explores whether a gift of stock can constitute a "sale" for the purposes of section lO(b) of the 1934 Act and rule lOb-5 promulgated thereunder. Part I reviews the relevant 1934 Act provisions, and concludes that although the statute's language and legislative history do not mention gifts of stock as such, they support the inclusion of gifts within the statute's scope. Part II examines a limited line of cases holding that a bona fide charitable gift is not a sale under section 16(b) of the 1934 Act. This Part concludes that section 16(b) cases are not dispositive of …