The opinion
JAMES HUNTER, III, Circuit Judge,
concurring:
I concur in the majority’s conclusion that plaintiff Max A. Ruefenacht (“Ruefe-nacht”) purchased “securities” within the meaning of the Securities Act and Securities Exchange Act when he purchased fifty percent of the shares of Continental Import & Export, Inc. (“Continental”) in the form of instruments bearing the name and all the traditional attributes of stock. I note, however, that this court, in Lino v. City Investing Co., 487 F.2d 689 (3d Cir.1973), accorded the “context clause” of the federal securities acts a broader meaning than does the majority in this case. Compare id. at 694-95 , with the majority opinion supra, typescript at 30-35.
Following Lino , I reach the same conclusion as the majority regarding the particular transaction at issue here. The court below found that Ruefenacht acquired no more than joint control over Continental, that Ruefenacht and Birkle exercised absolute veto power over each other in all important business matters, and that Ruefe-nacht continued to be a full-time employee of Autobern Trading Co., Inc. “The commercial context of this case,” see Lino, 487 F.2d at 685 , persuades me to conclude that the district court erred in dismissing Ruefe-nacht’s claims for lack of federal jurisdiction under the securities acts. Accordingly, I join the majority in ordering a remand.