|
''Basic Inc. v. Levinson'', 485 U.S. 224 (1988), was a case in which the Supreme Court of the United States articulated the "fraud-on-the-market theory" as giving rise to a rebuttable presumption of reliance in securities fraud cases. == Background == Combustion Engineering, Inc. sought to acquire Basic, Inc., and had engaged in discussions with Basic's officers and directors. Three months after these discussions began, Basic asked the New York Stock Exchange to suspend trading in its shares and issued a release stating that it had been "approached" by another company concerning a merger. Basic president Max Muller publicly denied Basic's involvement in any merger discussions. The next day, Basic's board approved Combustion's tender offer for all outstanding shares. Plaintiff Max L. Levinson was a Basic shareholder who brought a class action suit against Basic and its directors, alleging that he and other shareholders were injured by selling Basic shares at artificially depressed prices in a market affected by—and relying on—Basic's misleading statements. Plaintiffs alleged that Basic's misrepresentations violated § 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5. The United States District Court for the Northern District of Ohio certified the class, finding that plaintiffs were entitled to a presumption of reliance on Basic's public statements, and therefore that common questions of fact or law predominated over particular questions pertaining to individual plaintiffs. However, on the merits the court granted Basic's motion for summary judgment, finding the statements to be immaterial. The United States Court of Appeals for the Sixth Circuit affirmed class certification, joining a number of other circuits in accepting the fraud-on-the-market theory. The Court of Appeals also reversed and remanded the decision on summary judgment, holding that although Basic did not have an affirmative duty to disclose the merger discussions, it could not release misleading statements. The U.S. Supreme Court then granted certiorari to resolve a circuit split on the materiality issue and determine the propriety of the fraud-on-the-market theory. 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「Basic Inc. v. Levinson」の詳細全文を読む スポンサード リンク
|