Securities and Exchange Commission v. Manor Nursing Centers, Inc. case brief

Securities and Exchange Commission v. Manor Nursing Centers, Inc. case brief summary
458 F.2d 1082 (1972)

CASE SYNOPSIS

Defendants appealed a judgment from the United States District Court for the Southern District of New York in favor of plaintiff Securities and Exchange Commission (SEC) for violations of §§ 17(a) and 5(b) 2 of the 1933 Securities Act, § 10(b) of the 1934 Securities Exchange Act, and of SEC Rule 10b-5.

CASE FACTS
Defendants engaged in an "all-or-nothing" public stock offering, and when all the shares were not sold by the selling deadline, defendants did not return the proceeds of the sale to the purchasers but misappropriated the proceeds, in addition to issuing shares for consideration other than cash and for varying prices, contrary to the prospectus.

DISCUSSION

• The court affirmed the judgment for plaintiff Securities and Exchange Commission, holding that even if the defendants' claim that they acted in good faith were accepted, it would not bar their liability under § 17(a) of the Securities Act of 1933, 15 U.S.C.S. § 77q(a), or § 10(b) of the Securities Exchange Act of 1934, 15 U.S.C.S. § 78j(b). 
• The court affirmed, as not being an abuse of discretion, permanent injunctions barring further violations of the antifraud statutes and the appointment of a trustee to return the proceeds to the defrauded public investors.

CONCLUSION
The court affirmed the judgment for plaintiff Securities and Exchange Commission and remedies of permanent injunction and appointment of trustee to return profits from defendants to defrauded public investors because remedies were within the trial court's discretion given the "blatant" nature of the violations.

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