(DOWNLOAD) "Gold v. Sloan" by United States Court of Appeals for the Fourth Circuit * eBook PDF Kindle ePub Free
eBook details
- Title: Gold v. Sloan
- Author : United States Court of Appeals for the Fourth Circuit
- Release Date : January 19, 1973
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 75 KB
Description
RUSSELL, CIRCUIT JUDGE: Betty L. Gold as a stockholder of The Susquehanna Corporation (hereinafter referred to as Susquehanna) sues to recover under Section 16(b) of the Securities Exchange Act profits allegedly realized by certain ""insiders"" from sales on the open market of shares of Susquehanna preferred stock issued to them as stockholders in connection with the merger of Atlantic Research Corporation (hereinafter referred to as ARC) into Susquehanna.1 All of the defendants had acquired their ARC stock prior to 1967. In fact, the two most directly concerned, Scurlock and Sloan, had not purchased any stock later than 1962 or 1963. Both the defendant Scurlock and the defendant Sloan were directors and owners of more than ten per cent of the equity stock of ARC. In addition, Sloan was the chairman of the board and chief executive officer of ARC during the merger negotiations involved in this proceeding. The other two defendants were not directors but were at the time vice-presidents either of ARC or one of its subsidiaries, and continued for a time in a like capacity with Susquehanna after the merger. Although all the defendants had acquired their stock in ARC more than six months before either there was an agreement to merge or the actual effective date of the merger, their sales which represent the basis for this action occurred less than six months after the effective date of the merger. The only issue in the cases is whether the exchange by the defendants of their ARC stock for Susquehanna stock pursuant to the merger constituted a ""purchase"" within the terms of the Act as of the effective date of the merger so as to establish a starting date for measuring the six-month period between purchase and sale of stock by the several defendants. The District Court found that it did. 324 F. Supp. 1211. We reverse in part and affirm in part.