Fed. Sec. L. Rep. P 93,959 Frank Lanza, Jr. v. Drexel & Co., Theodore J. Kircher and Christie F. Vitolo

MOORE, Circuit Judge:

We sit en banc to. decide a question important to the course of evolution of the law relating to corporate directors’ liabilities largely spawned by Securities and Exchange Commission (SEC) Rule 10b-5: To what extent does a director of corporation A, (1) who does not know that officers or directors of the corporation on whose board he sits have made false representations to, or have failed to disclose the inaccuracy of material information given to, or have omitted to give material information to owners of all the shares of corporation B who are exchanging their stock for…