Securities and Exchange Commission v. Spectrum

2 Citing briefs

  1. Federal Deposit Insurance Corporation As Receiver For Colonial Bank v. Chase Mortgage Finance Corp. et al

    MEMORANDUM OF LAW in Opposition re: 75 MOTION to Dismiss the Amended Complaint.. Document

    Filed March 18, 2013

    ―The term ‗underwriter‘ has been broadly defined to include anyone who directly or indirectly participates in a distribution of securities from an ‗issuer‘. . . to the public.‖ 38 SEC v. Spectrum, Ltd., 489 F.2d 535, 541 n.11 (2d Cir. 1973). See also In re Lehman Bros.

  2. In Re: Fuwei Films Securities Litigation

    MEMORANDUM OF LAW in Opposition re: 32 MOTION to Dismiss Consolidated Amended Complaint., 35 MOTION to Dismiss Plaintiffs' Consolidated Amended Class Action Complaint.. Document

    Filed June 26, 2008

    A legal opinion can serve as the basis of a securities fraud claim. Kline v. First Western Gov’t. Securities, Inc. 24 F.3d 480, 484 (3rd Cir.1994); S.E.C. v. Spectrum, Ltd, 489 F.2d 535 (2d Cir.1973) (holding lawyer liable under Rule 10b-5 because he signed an opinion letter). See also, U.S. Fire Ins. Co. v. Smith Barney, Harris Upham & Co., 724 F.2d 650, 652 (8th Cir. 1983) (allegations that offering memorandum and accompanying legal opinion of counsel used by underwriters to sell securities were false and misleading); Eisenberg v. Gagnon 766 F.2d 770, 775-76 (3rd Cir. 1985) (tax attorney liable under section 10(b) where he knowingly or recklessly rendered an opinion in offering memorandum as to tax consequences of investment designed to influence investment decisions, without a genuine belief or reasonable basis to believe opinion was accurate or complete).