Simons v. Cogan’s Empirical Analysis
1987
Citation profile
1 district · 7 state decisions
How this case has been cited
Cited by 11 later decisions — most recently September 2018
1 district · 7 state decisions
Later decisions citing this case, by decade. The current decade is in progress, and our corpus holds fewer opinions from the most recent years, so the latest bars are undercounted — not a real decline.
Relationships
Applies 15 U.S.C. § 77A (§ 1 of the Securities Act of 1933)
Relies on Pepper v. Litton · Superintendent of Insurance of State of New York v. Bankers Life and Casualty Company · Washington Post Co. v. Rebozo · Broad v. Rockwell International Corp. · Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
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 11 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.
“No recourse shall be had for the payment of the principal of, premium, if any, or the interest on any Debentures, or any part thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation, covenant or agreement of this Indenture, against any incorporator, or against any stockholder, officer or director, as such, past, present or future, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and understood that this Indenture and all the Debentures are solely corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred by, any such incorporator, stockholder, officer or director, past, present or future of the Company....”
1 later decision quote this exact passagee.g. Simons v. Cogan“To introduce the powerful abstraction of “fiduciary duty” into the highly negotiated and exhaustively documented commercial relationship between an issuer of convertible securities and the holders of such securities would * * * risk greater insecurity and uncertainty than could be justified by the occasional increment in fairness that might be hoped for.”
1 later decision quote this exact passage“Courts traditionally have directed bondholders to protect themselves against self-interested issuer action with explicit contractual provisions.... [A] heavy black-letter line bars the extension of corporate fiduciary protections to them.”
1 later decision quote this exact passage
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.