Securities and Exchange Commission v. Guild Films Co. case brief

Securities and Exchange Commission v. Guild Films Co. case brief summary
279 F.2d 485 (1960)

CASE SYNOPSIS

Appellant banks challenged a judgment of the United States District Court for the Southern District of New York enjoining them from selling stock to liquidate a loan until the stock was registered pursuant to the Securities Act of 1933, 15 U.S.C.S. § 77a et seq.

CASE FACTS
Appellant banks argued that they should not be enjoined from selling unregistered stock acquired as collateral for a loan because they had not "purchased" the stock within the meaning of the Securities Act of 1933 § 2(11), 15 U.S.C.S. § 77b(11), so that they were not underwriters, and the stock was exempt from registration under Securities Act of 1933 § 4(1), 15 U.S.C.S. § 77d(1).

DISCUSSION

• The court disagreed finding that "purchased" should be construed to mean any acquisition of stock for value and that appellants had acquired the stock with a view toward distributing it if necessary to liquidate the loan. 
• The court also found it irrelevant that appellant banks did not deal directly with the issuer of the stock because all that was necessary was that they were engaged in steps necessary to distribution. 
• The court noted that appellant banks' good faith in accepting stock was also irrelevant.

CONCLUSION
The court affirmed the judgment holding that appellant banks were underwriters because they acquired the stock with a view toward distributing it if they could not collect on their loan, so that it was not exempt from registration and that their good faith in accepting the stock was irrelevant.



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