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Sec Enforcement Of The Rule I0b-5 Duty To Disclose Material Information-Remedies And The Texas Gulf Sulphur Case, Edmund B. Frost
Sec Enforcement Of The Rule I0b-5 Duty To Disclose Material Information-Remedies And The Texas Gulf Sulphur Case, Edmund B. Frost
Michigan Law Review
On April 16, 1964, the Texas Gulf Sulphur Company announced one of the most significant mineral discoveries of the twentieth century-a major copper and zinc deposit near Timmins, Ontario, found by means of geophysical exploration and exploratory drilling. Unusual market activity prior to this announcement prompted a Securities Exchange Commission (SEC) investigation of insider stock transactions. In April 1965, the SEC brought suit against a group of Texas Gulf insiders, alleging that their purchase of stock on national exchanges before the disclosure of the information concerning the Timmins strike constituted a violation of section 10(b) of the Securities Exchange Act …
Securities-Purchaser Of Outstanding Shares Of Same Class As Registered Issue Cannot Bring Suit Under Section 11 (A) Of Securities Act--Colonial Realty Corp. V. Brunswick Corp., Michigan Law Review
Securities-Purchaser Of Outstanding Shares Of Same Class As Registered Issue Cannot Bring Suit Under Section 11 (A) Of Securities Act--Colonial Realty Corp. V. Brunswick Corp., Michigan Law Review
Michigan Law Review
The court in the principal case conceded that, as a matter of economic reality, the prospectus (which contained the alleged misstatement) affects, because of its wide circulation, the value of the shares outstanding at the time it is distributed, as well as that of the new issue which is the subject of the registration statement. Indeed, financial institutions, market experts, brokers, and dealers digest and analyze the prospectus, and their opinions inevitably affect market values of all outstanding stock. However, in light of the act's legislative history, its general scheme of regulation, and the language contained in its other provisions, …