Glamorgan Coal Corp. v. Ratner's Group

1995 WL 406167 (1995)

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Glamorgan Coal Corp. v. Ratner’s Group

United States District Court for the Southern District of New York

1995 WL 406167 (1995)

Facts

Ratner’s Group PLC (Ratner’s) (defendant) advertised a private offering of its stock. Ratner’s provided potential investors with a 275-page document describing its financial and managerial structure. Glamorgan Coal Corporation (Glamorgan) (plaintiff) bought over six million dollars’ worth of Ratner’s shares, but two months later, a major investment service downgraded its rating of Ratner’s, and Glamorgan suddenly found itself holding worthless paper. Glamorgan sued Ratner’s in federal court. Glamorgan claimed that the Ratner’s financials constituted a prospectus within the meaning of § 10 of the Securities Act of 1933, and that because that prospectus omitted critical information that would have deterred Glamorgan from buying the company’s stock, § 12(a)(2) of the Securities Act entitled Glamorgan to rescind its purchase and recover damages. Ratner’s moved to dismiss Glamorgan’s suit.

Rule of Law

Issue

Holding and Reasoning (Owen, J.)

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