Miller v. Thane International, Inc.

615 F.3d 1095 (2010)

Study Aids
Case Briefs Overview
Casebooks
Case Briefs
M
From our private database of 46,300+ case briefs, written and edited by humans—never with AI.

Miller v. Thane International, Inc.

United States Court of Appeals for the Ninth Circuit
615 F.3d 1095 (2010)

SC

Facts

Thane International, Inc. (Thane) (defendant) merged with Reliant Interactive Media Corporation (Reliant). The merger agreement included a share swap among the shareholders in each company, for which Thane shares were valued at $7.00 per share. Before the merger was finalized, Thane filed a prospectus with the Securities and Exchange Commission stating that its shares were approved for trading on the NASDAQ National Market System (NMS). The merger was finalized on May 24, 2002. Instead of trading on the NMS, Thane’s stock began trading on the NASDAQ Over-the-Counter Bulletin Board (OTCBB). In the 12 trading days after Thane stock began trading, the stock traded between $7.00 and $8.50 per share. Thereafter Thane stock dropped below $7.00 per share and continued to drop over a period of several months. These drops coincided with poor earnings reports. A class of Reliant shareholders (plaintiffs) brought suit against Thane pursuant to § 12 of the Securities Act of 1933. The plaintiffs claimed that Thane’s prospectus was materially misleading. The district court found a lack of loss causation and ruled in favor of Thane. The plaintiffs appealed, arguing that the stock price in the 12 trading days following entry onto the OTCBB did not impound Thane’s misrepresentation because of low trading volume and Thane’s relative anonymity in the market.

Rule of Law

Issue

Holding and Reasoning (O’Scannlain, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 811,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.

    Unlock this case briefRead our student testimonials

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

    Learn about our approachRead more about Quimbee

Here's why 811,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 988 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 811,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 46,300 briefs - keyed to 988 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership

Casebooks

Securities Regulation

Key Terms