Sec v. Ralston Purina Co., 346 U.S. 119 (1953)
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General SummaryThis case is from a collection containing the full text of over 16,000 Supreme Court cases from 1793 to the present. The body of Supreme Court decisions are, effectively, the final interpretation of the Constitution. Only an amendment to the Constitution can permanently overturn an interpretation and this has happened only four times in American history.
Sec v. Ralston Purina Co., 346 U.S. 119 (1953)
SEC v. Ralston Purina Co. No. 512 Argued April 28, 1953 Decided June 8, 1053 346 U.S. 119
CERTIORARI TO THE UNITED STATES COURT OF APPEALS
FOR THE EIGHTH CIRCUIT
Syllabus
Without complying with the registration requirements of the Securities Act of 1933, a corporation offered shares of its stock to a number of its "key employees." These employees were not shown to have had access to the kind of information which registration under the Act would disclose.
Held: these transactions were not exempted under § 4(1) of the Act as transactions "not involving any public offering." Pp. 120-127.
(a) A transaction "not involving any public offering," within the meaning of § 4(1), is one with persons who do not need the protection of the Act. Pp. 124-125.
(b) The number of offerees involved is not determinative of whether an offering is "public" within the meaning of § 4(1). P. 125.
(c) The § 4(1) exemption does not deprive corporate employees, as a class, of the safeguards of the Act. Pp. 125-126.
(d) In view of the broadly remedial purposes of the Act, it is reasonable to place on an issuer who pleads the § 4(1) exemption the burden of proving that the purchasers had access to the kind of information which registration under the Act would disclose. Pp. 126-127.
200 F.2d 85 reversed.
On a complaint brought by the Securities and Exchange Commission under § 20(b) of the Securities Act of 1933, seeking to enjoin respondent’s unregistered offerings of its stock to its employees, the District Court held the exemption of § 4(1) applicable, and dismissed the suit. 102 F.Supp. 964. The Court of Appeals affirmed. 200 F.2d 85. This Court granted certiorari. 345 U.S. 903. Reversed, p. 127.
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Chicago: U.S. Supreme Court, "Syllabus," Sec v. Ralston Purina Co., 346 U.S. 119 (1953) in 346 U.S. 119 346 U.S. 120. Original Sources, accessed November 22, 2024, http://originalsources.com/Document.aspx?DocID=4QYB67LUJP8W8BS.
MLA: U.S. Supreme Court. "Syllabus." Sec v. Ralston Purina Co., 346 U.S. 119 (1953), in 346 U.S. 119, page 346 U.S. 120. Original Sources. 22 Nov. 2024. http://originalsources.com/Document.aspx?DocID=4QYB67LUJP8W8BS.
Harvard: U.S. Supreme Court, 'Syllabus' in Sec v. Ralston Purina Co., 346 U.S. 119 (1953). cited in 1953, 346 U.S. 119, pp.346 U.S. 120. Original Sources, retrieved 22 November 2024, from http://originalsources.com/Document.aspx?DocID=4QYB67LUJP8W8BS.
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