801 F. Supp. 2d 243 - Gibbons v. Malone’s Empirical Analysis
2011
Citation profile
1 federal appellate ·
Relationships
Applies 15 U.S.C. § 78C (§ 3 of the Securities Exchange Act of 1934) · 15 U.S.C. § 78P (§ 16 of the Securities Exchange Act of 1934)
Relies on Chambers v. Time Warner, Inc. · Cortec Industries, Inc. v. Sum Holding L.P. · Harris v. Mills · Reliance Electric Company v. Emerson Electric Company · Inc v. Provident Securities Company
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 1 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.
“[T]he Court is unpersuaded by Plaintiffs policy arguments regarding the likelihood that “[pjermitting short-swing trading between voting and non-voting common stock would make evasion of Section 16 trivially easy.” (PI. Br. at 11.) Even if this were true, the Supreme Court has “recognized the arbitrary nature of section 16(b), which is widely recognized as a ‘crude rule of thumb’ ” to curb insider trading. Schaf-fer v. Dickstein & Co., L.P., 1996 WL 148335 [,] at (S.D.N.Y. Apr. 2, 1996) (citing Reliance Electric Co. v. Emerson Electric Co., 404 U.S. 418 , 422, 92 S.Ct. 596 , 30 L.Ed.2d 575 (1972) & Blau v. Lamb, 363 F.2d 507 , 515 (2d Cir.1966)). The Supreme Court has also noted that “serving the congressional purpose [of Section 16(b) ] does not require resolving every ambiguity in favor of liability ... [.]” Foremost-McKesson, Inc. v. Provident Securities Co., 423 U.S. 232 , 252, 96 S.Ct. 508 , 46 L.Ed.2d 464 (1976). Further, Plaintiffs desired result would lead to a blurring of the bright-line rule established by Section 16(b), which was specifically “designed [by Congress] for easy application”.... Cummings v. C.I.R., 506 F.2d 449 , 453 (2d Cir.1974).”
1 later decision quote this exact passage · from the majoritye.g. Gibbons v. Malone“The text limits liability to profits realized from “the purchase and sale, or sale and purchase, of any equity security of the issuer.” The drafters specifically chose to group “purchase and sale” and “sale and purchase” into single compounded units. This indicates that, to incur Section 16(b) liability, an insider’s “purchase and sale” or “sale and purchase” must both be directed at the same prepositional object — i.e. the same equity security.”
1 later decision quote this exact passage · from the majoritye.g. Gibbons v. Malone
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.