Fed. Sec. L. Rep. P 99,139 W. Emmerson Daily v. Grady E. Morgan

REAVLEY, Circuit Judge:

We address in this interlocutory appeal the merits of the “sale of business” doctrine, which holds that the transfer of a 100 percent stock interest or a controlling stock interest in a business is not covered by the federal securities laws. At this writing, at least three circuits have followed the doctrine, 1 while at least two others have rejected it. 2 Recognizing the merit on both sides of the question, we hold that the sale of ordinary corporate stock in a business to a buyer who plans to manage and control it is covered by section 10(b) of the Securities Exchange…