Thursday, November 7, 2013

Elkind v. Liggett & Myers, Inc. case brief

Elkind v. Liggett & Myers, Inc. case brief summary
635 F.2d 156 (1980)

CASE SYNOPSIS
Plaintiff cross-appealed and defendant corporation appealed from a final judgment of the District Court for the Southern District of New York, dismissing plaintiff's claims under the Securities Exchange Act of 1934, 15 U.S.C.S. § 78j(b), and 17 C.F.R. § 240.10b-5, and holding defendants liable for "tipping" inside information.

CASE FACTS
The district court dismissed plaintiff's claims that alleged misleading statements, nondisclosure of material information and failure to correct the analysts' projections. However, the trial court found defendant liable for unlawful trading on the basis of tipped inside information received on two occasions, July 10 and July 17, 1972.

DISCUSSION
  • The court affirmed the district court's dismissal of plaintiff's claims, finding that defendant did not expressly or impliedly endorse the analysts' projections, nor did plaintiff demonstrate that defendant left uncorrected factual statements it knew or believed to be erroneous, or intentionally engaged in misleading behavior. 
  • The court reversed the finding of defendant's liability on the July 10 tip because the tip was not material to plaintiff's damages and scienter was not established. 
  • The court affirmed the finding of defendant's liability for the tip of July 17, and concluded the tip was material and that there was evidence of scienter, and remanded the case for a determination of damages.


CONCLUSION

The court affirmed the district court's dismissal of plaintiff's claims. The court reversed the judgment on the finding of defendant's liability based on the alleged July 10 tip for want of materiality and scienter and remanded the finding of defendant's liability based on the July 17 tip for a determination of damages.

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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