Pacific Dunlop Holdings Incorporated, a Delaware Corporation v. Allen & Company Incorporated, a New York Corporation

MANION, Circuit Judge.

This cuse presents a single issue of law: the scope of section 12(2) of the Securities Act of 1933 (1933 Act), 48 Stat. 74, as amended, 15 U.S.C. § 71l, as it involves civil fraud in a security transaction. 1 On October 1, 1987 Pacific Dunlop Holdings Inc. (“Pacific”) entered into a stock purchase agreement with GNB Holdings Inc. (“GNB”) and its other shareholders, Allen & Company Incorporated (“Allen”), Daniel E. Heffernan and thirteen other individuals. The defendants in this case, Allen, an investment banking firm, owned approximately 20 percent of the stock, and…