James S. Jordan, Cross-Appellee v. Duff and Phelps, Inc., Claire v. Hansen, and Francis E. Jeffries, Defendants- Cross-Appellants

A corporate employee at will quit, owning shares that he had agreed to sell back to the corporation at book value. The agreement was explicit that his status as a shareholder conferred no job rights on him. Nevertheless the court holds that the corporation had, as a matter of law, a duty, enforceable by proceedings under Rule 10b-5 of the Securities Exchange Act, to volunteer to the employee information about the corporation’s prospects that might have led him to change his mind about quitting, although as an employee at will he had no right to change his mind. I disagree with this holding.…