FMC Corp. v. Boesky’s Empirical Analysis

Citation profile

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 8 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “essentially as an instance of self-dealing, the movement of assets between the owners of those assets.”

   2 later decisions quote this exact passage · from the majority
   e.g. FMC Corp. v. Comm'r · FMC Corp. v. Boesky

2. “Counts I through V charge violations of federal securities laws. All of these counts, except Count IV, are brought against all defendants. Count I is brought under section 10(b) of the Securities Exchange Act, 15 U.S.C. § 78j(b) and Rule 10b-5 promulgated thereunder. This count alleges that defendants either singly, by aiding and abetting, or by conspiring, made untrue statements of material fact and omitted to state material facts in connection with the purchase and sale of FMC stock. In addition, Goldman, Shearson, and Drexel are charged as "controlling persons" of their respective employees under section 20(a) of the Exchange Act, 15 U.S.C. § 78t(a) in connection with Count I. Count II alleges that defendants' misconduct was in connection with a tender offer and therefore violated section 14(e) of the Exchange Act, 15 U.S.C. § 78n(e), and its attendant Rule 14e-3. Count III alleges market manipulation in violation of section 9(a) of the Exchange Act, 15 U.S.C. § 78i(a). Count IV is brought under section 18(a) of the Exchange Act, 15 U.S.C. § 78r(a), and charges that Boesky and the Affiliated Entities made false and misleading statements in the Schedule 13D. FMC claims it relied upon these statements in executing its recapitalization. Finally, in Count V, FMC alleges that the same conduct that violated Rule 10b-5 violated section 17(a) of the Securities Act, 15 U.S.C. § 77q(a). Counts VI through VIII are the RICO counts. Count VI is against defendants Boesky, Brown, Sokolow”

   1 later decision quote this exact passage · from the majority
   e.g. 727 F. Supp. 1182 - FMC Corp. v. Boesky

3. “where the shareholders decide to distribute to themselves the assets of the corporation on a pro rata basis, absent an erosion of the asset base in such a manner as to impinge upon the rights of creditors, no one has been harmed, so the corporation has suffered no injury.”

   1 later decision quote this exact passage · from the majority
   e.g. FMC Corp. v. Boesky