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Goldberg v. Meridor
United States Court of Appeals for the Second Circuit
567 F.2d 209 (1977)
Universal Gas & Oil Company, Inc. (UGO), a publicly held company, entered into a contract to buy the assets of its controlling parent corporation, Maritimecor, S.A. (Maritimecor) (defendant), and assume all of Maritimecor’s liabilities. A press release represented the transaction as one in which UGO was to take Maritimecor’s place as the corporate group’s major operating subsidiary. However, the contract’s actual purpose was presumably to have UGO allow itself to be looted by Maritimecor. David Goldberg (plaintiff), a UGO shareholder, brought a derivative suit alleging, among other charges, that the contract violated the Securities and Exchange Commission’s Rule 10b-5, which was promulgated under § 10(b) of the Securities Exchange Act. The district court dismissed the case under the theory that Goldberg had not alleged the deception or nondisclosure necessary to support a Rule 10b-5 action. Goldberg appealed.
Rule of Law
Holding and Reasoning (Friendly, J.)
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