Thursday, November 7, 2013

A.S. Goldmen & Co., Inc. v. New Jersey Bureau of Securities case brief

A.S. Goldmen & Co., Inc. v. New Jersey Bureau of Securities case brief summary
163 F.3d 780 (1999)

CASE SYNOPSIS
Appellant securities regulatory agency challenged an order of the United States District Court for the District of New Jersey, which determined that N.J. Stat. Ann. § 49:3-60 violated the dormant commerce clause, thereby invalidating appellant's order preventing appellee underwriter from selling securities to out-of-state buyers.

CASE FACTS

  • Appellee would underwrite public offerings of low priced securities, and then sell those securities in the secondary market. 
  • Appellee operated in the forum state and planned an initial public offering of an out-of-state corporation, but its attempt at registering the offering in the state was denied. 
  • Thereafter, appellee solicited sales to individuals outside the state through telephone. 
  • Appellant securities regulatory agency notified appellee that such sales violated N.J. Stat. Ann. § 49:3-60. 
  • Appellee filed this action seeking a declaration that the statute violated the dormant commerce clause insofar as it authorized appellant to prevent appellee from selling securities to out-of-state buyers. 
  • The trial court granted summary judgment in favor of appellee, ruling that the statute burdened interstate commerce.
DISCUSSION
  • On appeal, the court determined that the statute only had an indirect effect on interstate commerce as it merely regulated the offer, which was the half of the transaction that occurred in its state. 
  • The court reversed the judgment, concluding that the state had a legitimate interest in preventing deception.

CONCLUSION

Order determining that Blue Sky Law violated the dormant commerce clause was reversed because appellant securities regulatory agency's application of the statute to appellee underwriter furthered the legitimate interests of the state in preserving the reputation of state broker-dealers and protecting state buyers. The court held that appellant merely controlled one half of the transaction, which was the offer of the securities, in its territory.

Suggested Study Aids For Securities Regulation Law
Securities Regulation in a Nutshell, 10th (Nutshell Series)
Securities Regulation: Examples & Explanations, 5th Edition
Securities Regulations: The Essentials

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