Legal Opinion
Seagrave Corp. v. Vista Resources, Inc.
Court of Appeals for the Second Circuit
Decided December 27, 1982No. 62, Docket 82-7238PublishedCited by 11 opinions
1Opinion of the Court
CARDAMONE, Circuit Judge:
We are asked to review an asset buy-out, entered into by sophisticated business persons, of some of the subsidiaries of Vista Resources, Inc. Included among the assets sold was the outstanding stock of these subsidiary and their sub-subsidiary corporations. In order to determine whether federal securities laws covered the sale, Judge Sweet applied the sale of business doctrine and concluded, relying on certain Supreme Court cases, that this was not an “investment” by the buyers, but rather a commercial venture. Thus, when analyzed under the established “economic…
2Cases cited16 opinions
- Kremer v. Chemical Construction Corp.Supreme Court of the United States · 1982
- Securities and Exchange Commission v. W. J. Howey Co.Supreme Court of the United States · 1946
- United Housing Foundation, Inc. v. FormanSupreme Court of the United States · 1975
- Tcherepnin v. KnightSupreme Court of the United States · 1967
- Fed. Sec. L. Rep. P 95,614 the Exchange National Bank of Chicago v. Touche Ross & Co.Court of Appeals for the Second Circuit · 1976
11 more not listed; retrieve them via the Exa API.
3Cited by11 opinions
- Fed. Sec. L. Rep. P 99,667 Reprosystem, B v. and N. Norman Muller, and Cross-Appellants v. Scm Corporation, and Cross-AppelleeCourt of Appeals for the Second Circuit · 1984
- Gary Plastic Packaging Corporation v. Merrill Lynch, Pierce, Fenner & Smith, Inc.Court of Appeals for the Second Circuit · 1985
- Oak Industries, Inc. v. Foxboro Co.District Court, S.D. California · 1984
- Fed. Sec. L. Rep. P 91,613 William H. Christison, as Trustee of the Bankrupt Estate of Anthony A. Sutter v. E.B. Groen and Naomi GroenCourt of Appeals for the Seventh Circuit · 1984
- Morales v. New Valley Corp.District Court, S.D. New York · 1997
6 more not listed; retrieve them via the Exa API.