Securities & Exchange Commission v. Mayhew

WALKER, Circuit Judge:

Jonathan Mayhew appeals from a final judgment of the United States District Court for the District of Connecticut (Janet Bond Arterton, District Judge) holding him liable, in a civil enforcement proceeding, for violating § 14(e) of the Securities and Exchange Act of 1934 (the “1934 Act”), 15 U.S.C. § 78n(e)', and Rule 14e-3, 17 C.F.R. § 240.14e-3, promulgated thereunder. SEC v. Mayhew, 916 F.Supp. 123 (D.Conn.1995).

The issue raised by this appeal is whether a person, who does not have a fiduciary duty to a corporation, is liable under § 14(e) and Rule 14e-3 when he…