Hoff v. Sprayregan

52 F.R.D. 243 (1971)

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Hoff v. Sprayregan

United States District Court for the Southern District of New York
52 F.R.D. 243 (1971)

SC

Facts

On March 11 and May 27, 1969, Albert and Karen Hoff (plaintiff) invested in convertible subordinate debentures of Technical Tape, Inc. (defendant), with an option to convert the debentures into shares in Technical Tape. The Hoffs exercised this option on July 11, 1969. According to the Hoffs, beginning in May 1969, Technical Tape directors Gerald Sprayregan and Lawrence Hurwitz (defendants) engaged in a series of transactions in bad faith and with a reckless disregard for Technical Tape’s shareholders. As a result, the Hoffs brought a shareholder derivative suit against Sprayregan and Hurwitz, alleging a violation of § 10(b) of the Securities Exchange Act of 1934. Section 10(b) defined a debenture as an equity security. Sprayregan and Hurwitz moved to dismiss the complaint, arguing that the Hoffs could not bring a shareholder derivative suit because the Hoffs were not shareholders of Technical Tape at the time of the alleged transgressions.

Rule of Law

Issue

Holding and Reasoning (Frankel, J.)

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