246 N.C. App. 576 - Piazza v. Kirkbride’s Empirical Analysis
2016
Citation profile
30 state decisions
Relationships
Applies 15 U.S.C. § 77L (§ 12 of the Securities Act of 1933) · 15 U.S.C. § 78T (§ 20 of the Securities Exchange Act of 1934)
Relies on Ernst & Ernst v. Hochfelder · Tellabs, Inc. v. Makor Issues & Rights, Ltd. · Gustafson v. Alloyd Co. · Pinter v. Dahl · Barger v. McCoy Hillard & Parks
Most-quoted passages
The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 30 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.
“I'll do whatever it takes to get you on board. At this point, I can't move this company forward without you. * Without you investing, right now, we are going to lose our momentum, development is going to stall, and we are likely going to lose some people that have to deal with economic realities of their own. If this does happen, I'll keep fighting and rebuild, but we will have lost our chance to be a player in the industry this year.... It will take me months to recover if we fall apart right now. On the other hand, if you invest now, you are effectively breathing new life back into the company, and empowering me (and us) to stop crawling along and start running the race.... I can do all of this with your investment this week and I can deliver. Granted some of the timelines and milestones have shifted, and will always continue to shift as we move forward.... You know I have been completely open and transparent with you from day one, even to my disadvantage in negotiating, and quite frankly we are at a crossroads right now. We need your investment, and we need it yesterday. Please believe in me and the team. We can't do this without you.”
1 later decision quote this exact passagee.g. Piazza v. Kirkbride“(2) Offers or sells a security by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading (the purchaser not knowing of the untruth or omission), and who does not sustain the burden of proof that he did not know, and in the exercise of reasonable care could not have known, of the untruth or omission, is liable to the person purchasing the security from him ... upon the tender of the security....”
1 later decision quote this exact passagee.g. Piazza v. Kirkbride“The majority's unnecessarily restrictive reading of the Safe Harbor provision will discourage qualified persons from agreeing to serve as unpaid, independent outside directors for corporate governance. If a director, particularly an independent outsider, cannot rely upon the statements of company employees, officers, and consultants in soliciting funds without being subject to securities fraud liability the majority imposes here, there is little incentive to serve at all.”
1 later decision quote this exact passage · from the dissente.g. Piazza v. Kirkbride
How this case has been treated — in progress
Whether each later court followed, distinguished, criticized, or overruled this decision. The treatment classification (task #35) runs highest-cited cases first and lights up here as it reaches this one.