“Draft:Santa Fe v. Green”的意思、由来-开放百科全书

词条

Draft:Santa Fe v. Green

释义

References

{{AFC submission|d|v|u=JakeyEsquire|ns=118|decliner=I dream of horses|declinets=20190218024733|ts=20190218023813}} {{AFC comment|1=I'm not entirely sure how many sources are typically available for case law, but typically we want 3-5 sources. I dream of horses {{small|(My talk page) (My edits)}} @ 02:47, 18 February 2019 (UTC)}}
'Santa Fe v. Green', 430 U.S. 462 (1977),^[1] is a seminal securities law case in which the U.S. Supreme Court held that a breach of fiduciary duty, without an independent showing of a scheme to defraud, is not sufficient to show "manipulation or deception" as required for a claim under SEC Rule 10b-5

A 10b-5 suit was brought by the minority shareholders of a lumber company, Kirby Lumber Corp., after the company was acquired by the defendant, Santa Fe Industries, Inc., and the minority shareholders were forced to sell their shares at a lower price than they would have received had they held onto their shares and sold them after the merger had been completed. The Supreme Court held that a breach of fiduciary duty, or a bad decision by management, alone, was not sufficient to show "manipulation or deception" was required by SEC Rule 10b-5.

References

1. ^Santa Fe v. Green, 430 U.S. 462 (1977)

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