471 U.S. 681 (1985)
Respondents sawmill owners possessed all of the stock of their lumber business. Petitioner buyer acquired all of respondents' stock after their sawmill was heavily damaged. The acquisition proved to be a failure and petitioner filed suit to rescind the transaction and recover damages on the grounds that respondents offered and sold their stock without registering it as required by the Securities Act of 1933, 15 U.S.C.S. § 77a et seq., and the Securities Exchange Act of 1934, 15 U.S.C.S. § 78a et seq. (the Acts). Respondents were granted summary judgment for want of federal jurisdiction because petitioner was held to have purchased the stock as a "sale of business" and not under the Acts.
On certiorari review, the United States Supreme Court reversed, holding that the Acts governed the purchase of the stock since the transfer of the stocks shared all of the characteristics normally associated with securities.
The Supreme Court reversed the appellate court on the grounds that petitioner was rightly entitled to recessionary damages for respondent's failure to register their stocks at the federal level where such securities possessed traits akin to federally defined stock.
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