Logourl black
From our private database of 13,800+ case briefs...

Securities and Exchange Commission v. Guild Films Co.

United States Court of Appeals for the Second Circuit
279 F.2d 485 (1960)


Facts

In 1958, Hal Roach, Jr. obtained a loan from the Santa Monica Bank and The Southwest Bank for $120,000, which was secured by stock in F.L. Jacobs Co. Roach was the controlling shareholder in F.L. Jacobs. F.L. Jacobs later obtained Guild Films Co. (defendant), through the transfer of newly issued, but unregistered, Guild stock. After this transaction, F.L. Jacobs’ stock lost significant value. As such, Santa Monica Bank and Southwest Bank demanded further collateral from Roach, which was provided in the form of 50,000 shares of Guild that Roach held through his dealings with F.L. Jacobs. When Roach fell behind on his loan payments, the banks attempted to sell the Guild stock. The Securities and Exchange Commission (plaintiff) then brought an action to stop the transfer of the unregistered Guild shares. The district court ruled in favor of the SEC. Guild Films then appealed to the Second Circuit Court of Appeals, arguing that the banks in question did not “purchase” the stock, as required to be considered an underwriter. The SEC argued the banks in question were bound by federal securities registration requirements.

Rule of Law

The rule of law is the black letter law upon which the court rested its decision. To access this section, start your 7-day free trial of Quimbee for Law Students.

Issue

The issue section includes the dispositive legal issue in the case phrased as a question. To access this section, start your 7-day free trial of Quimbee for Law Students.

Holding and Reasoning (Moore, J.)

The holding and reasoning section includes:

  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

To access this section, start your 7-day free trial of Quimbee for Law Students.

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 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read 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. Read more about Quimbee.

Here's why 166,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 13,800 briefs, keyed to 187 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.