Smolowe v. Delendo Corp.

136 F.2d 231 (1943)

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

Smolowe v. Delendo Corp.

United States Court of Appeals for the Second Circuit
136 F.2d 231 (1943)

Facts

Seskis and Kaplan (defendants) were directors, officers, and 12 percent shareholders of Delendo Corporation (Delendo) (defendant). Delendo had been negotiating to sell its assets to another corporation, but had to stop due to outstanding tax liabilities. After the tax claims were settled, Delendo finalized the sale and dissolved the company on July 16, 1940. Between December 1939 and May 1940, Seskis bought over 15,000 shares and sold nearly 16,000 shares. During that time Kaplan bought nearly 23,000 shares and sold over 21,000 shares. Some of the transactions were conducted on the Curb Exchange and others were private. For all but about 2,000 shares, different certificates were received for the purchases than the ones given for the sales. Shareholders Smolowe and Levy (plaintiffs) sued the defendants in district court under Securities and Exchange Act of 1934 (SEA), 15 U.S.C. § 16(b). The court concluded that Delendo was entitled to the profits from the transactions and set the award by calculating the highest profits. Seskis was ordered to pay $9,733.80, and Kaplan was ordered to pay $9,161.05. The defendants appealed to the United States Court of Appeals for the Second Circuit.

Rule of Law

Issue

Holding and Reasoning (Clark, 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 812,000 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 812,000 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 812,000 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

Business Associations
Securities Regulation

Key Terms