Legal Opinion
Clay v. Riverwood International Corp.
Court of Appeals for the Eleventh Circuit
Decided October 14, 1998No. 97-8592PublishedCited by 2 opinions
1Opinion of the Court
HATCHETT, Chief Judge:
In this appeal, we address an issue of first impression in the circuits: whether corporate insiders’ exercise of stock appreciation rights for cash from their employing company implicates the insider trading laws of §§ 10(b), 20(d) and 20A(a) of the Securities Exchange Act of 1934, as amended (Exchange Act), 15 U.S.C. §§ 78j(b), 78t(d) and 78t-l(a) (1994), and Securities and Exchange Commission (SEC) Rule 10b-5, 17 C.F.R. § 240.10b-5 (1997). We also discuss whether events, namely serious negotiations with a leveraged buyer, that occurred subsequent to a company’s press…
2Cases cited28 opinions
- Chevron U. S. A. Inc. v. Natural Resources Defense Council, Inc.Supreme Court of the United States · 1984
- Basic Inc. v. LevinsonSupreme Court of the United States · 1988
- Gustafson v. Alloyd Co.Supreme Court of the United States · 1995
- Chiarella v. United StatesSupreme Court of the United States · 1980
- San Leandro Emergency Medical Group Profit Sharing Plan v. Philip Morris Companies, Inc.Court of Appeals for the Second Circuit · 1996
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3Cited by2 opinions
- Cutsforth v. RenschlerDistrict Court, M.D. Florida · 2002
- Fed. Sec. L. Rep. P 90,297, 12 Fla. L. Weekly Fed. C 156 Forrest Kelly Clay, Individually and on Behalf of All Those Similarly Situated v. Riverwood International Corporation, Thomas H. JohnsonCourt of Appeals for the Eleventh Circuit · 1998