explaining that the Court’s prior cases all “included some element of deception,” and did not “support the proposition ... that a breach of fiduciary duty by majority stockholders, without any deception, misrepresentation, or nondisclosure, violates the statute and the Rule”
How later courts described this case
- explaining that the Court’s prior cases all “included some element of deception,” and did not “support the proposition ... that a breach of fiduciary duty by majority stockholders, without any deception, misrepresentation, or nondisclosure, violates the statute and the Rule”
- stating that “the complaint [at issue] failed to allege a material misrepresentation or material failure to disclose,” and holding that “Congress [did not] mean[] to prohibit any conduct not involving [such] manipulation or deception”
- stating that market manipulation under Section 10(b) “refers generally to practices, such as wash sales, matched order, or rigged prices, that are intended to mislead investors by artificially affecting market activity”
- holding that federal securities laws cannot be used to contend that a corporate transaction did not fetch the best price; the federal regulation at issue is instead limited to disclosures
Written by the judges who cited it.
Distinguished
Distinguished by Roche v. EF Hutton & Co., Inc., 603 F. Supp. 1411 (1984)
430 U.S. 462, 97 S.Ct. 1292, 51 L.Ed.2d 480 (1977), and therefore are inapposite.
The opinion
Mr. Justice Blackmun,
concurring in part.
Like Mr. Justice Stevens, I refrain from joining Part IV of the Court’s opinion. I, too, regard that part as unnecessary for the decision in the instant case and, indeed, as exacerbating the concerns I expressed in my dissents in Blue Chip Stamps v. Manor Drug Stores, 421 U. S. 723, 761 (1975), and in Ernst & Ernst v. Hochfelder, 425 U. S. 185, 215 (1976). I, however, join the remainder of the Court’s opinion and its judgment.