Fed. Sec. L. Rep. P 98,786 Prescott H. Rathborne v. J. Cornelius Rathborne

GOLDBERG, Circuit Judge:

Plaintiff-appellant, a minority shareholder in two closely-held corporations, brought this federal securities fraud action in an effort to challenge a corporate reorganization. The district court dismissed his complaint, finding that because the plaintiff was neither a “purchaser” nor a “seller” of securities, he did not have standing to assert a 10b-5 claim. We agree and therefore affirm the dismissal entered below.

I. FACTS AND PROCEDURAL HISTORY:

Plaintiff-appellant Prescott T. Rathborne holds a one-eighth interest in two closely-held corporations; the Rathborne Land…