The opinion
HAYS, Circuit Judge
(dissenting):
Plaintiff has succeeded to all the rights of Manhattan and is the proper person to assert those rights. See Hooper v. Mountain States Securities Corp., 282 F.2d 195, 206-207 (5th Cir. 1960), cert. denied, 365 U.S. 814 , 81 S.Ct. 695 , 5 L.Ed. 2d 693 (1961), where plaintiff was the defrauded corporation’s trustee in bankruptcy.
Manhattan was the victim of a “scheme * * * to defraud” (Rule 10b-5). *362 Judge Blumenfeld has adequately described that, scheme. Since the vital center of the scheme, the vehicle for the perpetration of the fraud, was the sale of Manhattan’s stock, it seems to me to be completely unrealistic to say that the fraud was not committed “in connection with the purchase or sale of any security.”
This court has repeatedly indicated its intention to give a broad and liberal interpretation to Rule 10b-5 in order to assure that that provision is used to accomplish the beneficent purposes for which the statutes governing sales of securities were enacted. See Ruckle v. Roto American Corp., 339 F.2d 24 (2d Cir. 1964); Vine v. Beneficial Finance Co., 374 F.2d 627 (2d Cir.), cert. denied, 389 U.S. 970 , 88 S.Ct. 463 , 19 L.Ed.2d 460 (1967); A. T. Brod & Co. v. Perlow, 375 F.2d 393 (2d Cir. 1967); S. E. C. v. Texas Gulf Sulphur Co., 401 F.2d 833 (2d Cir. 1968) (en banc), cert. denied sub nom. Coates v. S. E. C., 394 U.S. 976 , 89 S.Ct. 1454 (1969); Schoenbaum v. Firstbrook, 405 F.2d 215 (2d Cir. 1968) (en banc), cert. denied sub nom. Manley v. Schoenbaum, 395 U.S. 906 , 89 S.Ct. 1747 , 23 L.Ed.2d 219 (1969); S. E. C. v. Great American Industries, Inc., 407 F.2d 453 (2d Cir. 1968) (en banc), cert. denied, 395 U.S. 920 , 89 S.Ct. 1770 , 23 L.Ed.2d 237 (1969). In our most recent expression on the subject, we said that “[t]he purchase-sale requirement must be interpreted so that the broad design [of the statutes] * * * is not frustrated by the use of novel or atypical methods” and we quoted from S. E. C. v. Texas Gulf Sulphur, supra, the following language inter alia: “the courts, as they should, have broadly construed the statutory phrase ‘in connection with the purchase or sale of any security.’ ” Crane Co. v. Westinghouse Air Brake Co., 419 F.2d 787 , 798 & n. 14 (1969).
In my opinion, the purposes of the statutes would be best accomplished here by recognizing plaintiff’s standing to enforce the duties created by those statutes.