Feder v. Martin Marietta Corp.
United States Court of Appeals for the Second Circuit
406 F.2d 260 (1969)
George M. Bunker was the president and CEO of Martin Marietta Corp. (Martin) (defendant) in the early 1960s. In 1963, Bunker was offered a position on the board of Sperry Rand Corporation. Martin, a Sperry shareholder, approved of Bunker taking this position as a director. Bunker was a director for three months, after which he resigned. While Bunker served on Sperry’s board, Martin acquired more stock in Sperry. Four weeks after his resignation, Martin sold all of its Sperry stock. Feder (plaintiff), on behalf of Sperry, then brought this action against Martin for insider trading, claiming that Bunker was a deputy of Martin because Martin voted on whether to allow Bunker to take the director position, and because Bunker was the president and CEO of Martin. Feder then argued that it was Martin that was on Sperry’s board of directors and thus liable for insider trading. The district court ruled in favor of Martin. Feder then appealed to the Second Circuit Court of Appeals.
Rule of Law
Holding and Reasoning (Winter, C.J.)
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