basic
levinson
argued
november
decided
march
securities
exchange
commission
rule
promulgated
securities
exchange
act
act
prohibits
connection
purchase
sale
security
making
untrue
statement
material
fact
omission
material
fact
render
statements
made
misleading
december
combustion
engineering
basic
incorporated
agreed
merge
preceding
two
years
representatives
two
companies
various
meetings
conversations
regarding
possibility
merger
time
basic
made
three
public
statements
denying
merger
negotiations
taking
place
knew
corporate
developments
account
heavy
trading
activity
stock
respondents
former
basic
shareholders
sold
stock
basic
first
public
denial
merger
activity
suspension
trading
basic
stock
prior
merger
announcement
filed
class
action
basic
directors
alleging
basic
statements
false
misleading
violation
rule
respondents
injured
selling
shares
prices
artificially
depressed
statements
district
certified
respondents
class
granted
summary
judgment
petitioners
merits
appeals
affirmed
class
certification
agreeing
theory
respondents
reliance
petitioners
misrepresentations
presumed
thus
common
issues
predominated
questions
pertaining
individual
plaintiffs
appeals
reversed
grant
summary
judgment
remanded
rejecting
district
view
preliminary
merger
discussions
immaterial
matter
law
holding
even
discussions
might
otherwise
material
become
virtue
statement
denying
existence
held
standard
set
forth
tsc
industries
northway
whereby
omitted
fact
material
substantial
likelihood
disclosure
considered
significant
reasonable
investor
expressly
adopted
rule
context
pp
test
preliminary
merger
discussions
become
material
merger
partners
reached
agreement
price
structure
transaction
rejected
materiality
test
rationales
justify
exclusion
otherwise
significant
information
definition
materiality
pp
appeals
view
information
concerning
otherwise
insignificant
developments
becomes
material
solely
affirmative
denial
existence
also
rejected
rule
requires
statements
misleading
material
fact
pp
materiality
merger
context
depends
probability
transaction
consummated
significance
issuer
securities
thus
materiality
depends
facts
determined
basis
pp
courts
properly
applied
presumption
reliance
supported
part
theory
instead
requiring
plaintiff
show
direct
reliance
basic
statements
presumption
relieves
rule
plaintiff
unrealistic
evidentiary
burden
consistent
supportive
act
policy
requiring
full
disclosure
fostering
reliance
market
integrity
presumption
also
supported
common
sense
probability
investor
trades
stock
price
set
impersonal
market
reliance
integrity
price
publicly
available
information
reflected
market
price
investor
reliance
public
material
misrepresentations
may
presumed
purposes
rule
action
pp
presumption
reliance
may
rebutted
rule
defendants
may
attempt
show
price
affected
misrepresentation
plaintiff
trade
reliance
integrity
market
price
pp
blackmun
delivered
opinion
brennan
marshall
stevens
joined
parts
ii
iii
white
joined
white
filed
opinion
concurring
part
dissenting
part
joined
post
rehnquist
scalia
kennedy
took
part
consideration
decision
case
joel
sternman
argued
cause
petitioners
briefs
stephen
madsen
norman
jeavons
william
golub
ambrose
doskow
arnold
roth
katherine
blakeley
wayne
cross
argued
cause
respondents
brief
david
elkind
lee
pickard
briefs
amici
curiae
urging
reversal
filed
american
corporate
counsel
association
stephen
shapiro
andrew
frey
kenneth
geller
daniel
harris
mark
levy
arthur
andersen
et
al
victor
earle
iii
carl
liggio
donald
dreyfus
harris
amhowitz
kenneth
lang
richard
murray
leonard
novello
eldon
olson
american
institute
certified
public
accountants
louis
craco
solicitor
general
fried
deputy
solicitor
general
cohen
jerrold
ganzfried
daniel
goelzer
paul
gonson
jacob
stillman
eric
summergrad
katharine
gresham
max
berueffy
filed
brief
amicus
curiae
justice
blackmun
delivered
opinion
case
requires
us
apply
materiality
requirement
securities
exchange
act
act
stat
amended
et
securities
exchange
commission
rule
cfr
promulgated
thereunder
context
preliminary
corporate
merger
discussions
must
also
determine
whether
person
traded
corporation
shares
securities
exchange
issuance
materially
misleading
statement
corporation
may
invoke
rebuttable
presumption
trading
relied
integrity
price
set
market
prior
december
basic
incorporated
publicly
traded
company
primarily
engaged
business
manufacturing
chemical
refractories
steel
industry
early
combustion
engineering
company
producing
mostly
refractories
expressed
interest
acquiring
basic
deterred
pursuing
inclination
seriously
antitrust
concerns
entertained
see
app
however
regulatory
action
opened
way
renewal
combustion
interest
strategic
plan
dated
october
combustion
industrial
products
group
included
objective
acquire
basic
million
app
beginning
september
combustion
representatives
meetings
telephone
conversations
basic
officers
directors
including
petitioners
concerning
possibility
merger
basic
made
three
public
statements
denying
engaged
merger
negotiations
december
basic
asked
new
york
stock
exchange
suspend
trading
shares
issued
release
stating
approached
another
company
concerning
merger
december
basic
board
endorsed
combustion
offer
per
share
common
stock
following
day
publicly
announced
approval
combustion
tender
offer
outstanding
shares
respondents
former
basic
shareholders
sold
stock
basic
first
public
statement
october
suspension
trading
december
respondents
brought
class
action
basic
directors
asserting
defendants
issued
three
false
misleading
public
statements
thereby
violation
act
rule
respondents
alleged
injured
selling
basic
shares
artificially
depressed
prices
market
affected
petitioners
misleading
statements
reliance
thereon
district
adopted
presumption
reliance
members
plaintiff
class
upon
petitioners
public
statements
enabled
conclude
common
questions
fact
law
predominated
particular
questions
pertaining
individual
plaintiffs
see
fed
rule
civ
proc
district
therefore
certified
respondents
class
merits
however
district
granted
summary
judgment
defendants
held
matter
law
misstatements
immaterial
negotiations
ongoing
time
first
statement
although
negotiations
taking
place
second
third
statements
issued
negotiations
destined
reasonable
certainty
become
merger
agreement
principle
app
pet
cert
appeals
sixth
circuit
affirmed
class
certification
reversed
district
summary
judgment
remanded
case
reasoned
petitioners
general
duty
disclose
discussions
combustion
statement
company
voluntarily
released
incomplete
mislead
quoting
sec
texas
gulf
sulphur
en
banc
cert
denied
sub
nom
coates
sec
appeals
view
basic
statements
negotiations
taking
place
knew
corporate
developments
account
heavy
trading
activity
misleading
respect
materiality
rejected
argument
preliminary
merger
discussions
immaterial
matter
law
held
statement
made
denying
existence
discussions
even
discussions
might
material
absence
denial
material
make
statement
made
untrue
appeals
joined
number
circuits
accepting
theory
create
rebuttable
presumption
respondents
relied
petitioners
material
misrepresentations
noting
without
presumption
impractical
certify
class
federal
rule
civil
procedure
see
granted
certiorari
resolve
split
see
part
iii
infra
among
courts
appeals
standard
materiality
applicable
preliminary
merger
discussions
determine
whether
courts
properly
applied
presumption
reliance
certifying
class
rather
requiring
class
member
show
direct
reliance
basic
statements
ii
act
designed
protect
investors
manipulation
stock
prices
see
underlying
adoption
extensive
disclosure
requirements
legislative
philosophy
honest
markets
without
honest
publicity
manipulation
dishonest
practices
market
place
thrive
upon
mystery
secrecy
repeatedly
described
fundamental
purpose
act
implementing
philosophy
full
disclosure
santa
fe
industries
green
quoting
sec
capital
gains
research
bureau
pursuant
authority
act
securities
exchange
commission
promulgated
rule
judicial
interpretation
application
legislative
acquiescence
passage
time
removed
doubt
private
cause
action
exists
violation
rule
constitutes
essential
tool
enforcement
act
requirements
see
ernst
ernst
hochfelder
blue
chip
stamps
manor
drug
stores
previously
addressed
various
positive
requirements
violation
rule
see
santa
fe
industries
green
supra
manipulative
deceptive
requirement
statute
blue
chip
stamps
manor
drug
stores
supra
connection
purchase
sale
requirement
rule
dirks
sec
duty
disclose
chiarella
ernst
ernst
hochfelder
supra
scienter
see
also
carpenter
confidentiality
also
explicitly
defined
standard
materiality
securities
laws
see
tsc
industries
northway
concluding
context
omitted
fact
material
substantial
likelihood
reasonable
shareholder
consider
important
deciding
vote
acknowledging
certain
information
concerning
corporate
developments
well
dubious
significance
careful
set
low
standard
materiality
concerned
minimal
standard
might
bring
overabundance
information
within
reach
lead
management
simply
bury
shareholders
avalanche
trivial
information
result
hardly
conducive
informed
decisionmaking
explained
fulfill
materiality
requirement
must
substantial
likelihood
disclosure
omitted
fact
viewed
reasonable
investor
significantly
altered
total
mix
information
made
available
expressly
adopt
tsc
industries
standard
materiality
rule
context
iii
application
materiality
standard
preliminary
merger
discussions
impact
corporate
development
target
fortune
certain
clear
tsc
industries
materiality
definition
admits
straightforward
application
hand
event
contingent
speculative
nature
difficult
ascertain
whether
reasonable
investor
considered
omitted
information
significant
time
merger
negotiations
possibility
contemplated
transaction
effectuated
fall
latter
category
petitioners
urge
upon
us
third
circuit
test
resolving
difficulty
see
brief
petitioners
approach
preliminary
merger
discussions
become
material
price
structure
transaction
reached
merger
partners
see
greenfield
heublein
cert
denied
definition
information
concerning
negotiations
yet
stage
withheld
even
misrepresented
without
violation
rule
three
rationales
offered
support
test
first
derives
concern
expressed
tsc
industries
investor
overwhelmed
excessively
detailed
trivial
information
focuses
substantial
risk
preliminary
merger
discussions
may
collapse
discussions
inherently
tentative
disclosure
existence
mislead
investors
foster
false
optimism
see
greenfield
heublein
reiss
pan
american
world
airways
two
justifications
standard
based
management
concerns
requirement
limits
scope
disclosure
obligations
helps
preserve
confidentiality
merger
discussions
earlier
disclosure
might
prejudice
negotiations
test
also
provides
usable
rule
determining
disclosure
must
made
see
greenfield
heublein
flamm
eberstadt
cert
denied
none
rationales
however
purports
explain
drawing
line
reflects
significance
information
upon
investor
decision
first
rationale
one
connected
concerns
expressed
tsc
industries
stands
soundly
rejected
even
appeals
otherwise
accepted
wisdom
test
assumes
investors
nitwits
unable
appreciate
even
told
mergers
risky
propositions
closing
flamm
eberstadt
disclosure
paternalistic
withholding
accurate
information
policy
chosen
expressed
congress
recognized
time
fundamental
purpose
various
securities
acts
substitute
philosophy
full
disclosure
philosophy
caveat
emptor
thus
achieve
high
standard
business
ethics
securities
industry
sec
capital
gains
research
bureau
accord
affiliated
ute
citizens
santa
fe
industries
green
role
materiality
requirement
attribute
investors
simplicity
inability
grasp
probabilistic
significance
negotiations
flamm
eberstadt
filter
essentially
useless
information
reasonable
investor
consider
significant
even
part
larger
mix
factors
consider
making
investment
decision
tsc
industries
northway
second
rationale
importance
secrecy
early
stages
merger
discussions
also
seems
irrelevant
assessment
whether
existence
significant
trading
decision
reasonable
investor
avoid
bidding
war
target
acquiring
firm
often
insist
negotiations
remain
confidential
see
carnation
exchange
act
release
docket
least
one
appeals
stated
silence
pending
settlement
price
structure
deal
beneficial
investors
time
flamm
eberstadt
need
ascertain
however
whether
secrecy
necessarily
maximizes
shareholder
wealth
although
note
proposition
least
disputed
matter
theory
empirical
research
case
concern
timing
disclosure
concerns
accuracy
completeness
face
narrow
question
whether
information
concerning
existence
status
preliminary
merger
discussions
significant
reasonable
investor
trading
decision
arguments
based
premise
disclosure
premature
sense
properly
considered
rubric
issuer
duty
disclose
secrecy
rationale
simply
inapposite
definition
materiality
final
justification
offered
support
test
seems
directed
solely
comfort
corporate
managers
rule
indeed
easier
follow
standard
requires
exercise
judgment
light
circumstances
ease
application
alone
excuse
ignoring
purposes
securities
acts
congress
policy
decisions
approach
designates
single
fact
occurrence
always
determinative
inherently
finding
materiality
must
necessarily
overinclusive
underinclusive
tsc
industries
explained
determination
materiality
requires
delicate
assessments
inferences
reasonable
shareholder
draw
given
set
facts
significance
inferences
much
study
advisory
committee
corporate
disclosure
cautioned
sec
administratively
confining
materiality
rigid
formula
courts
also
well
heed
advice
therefore
find
valid
justification
artificially
excluding
definition
materiality
information
concerning
merger
discussions
otherwise
considered
significant
trading
decision
reasonable
investor
merely
price
structure
yet
reached
parties
representatives
sixth
circuit
explicitly
rejected
test
today
place
adopted
rule
taken
literally
equally
insensitive
view
distinction
materiality
elements
action
rule
company
whose
stock
publicly
traded
makes
statement
basic
negotiations
underway
corporation
knows
reason
stock
activity
management
unaware
present
pending
corporate
development
result
abnormally
heavy
trading
activity
information
concerning
ongoing
acquisition
discussions
becomes
material
virtue
statement
denying
existence
analyzing
whether
information
regarding
merger
discussions
material
must
affirmatively
disclosed
avoid
violation
rule
discussions
progress
primary
considerations
however
statement
made
denying
existence
discussions
even
discussions
might
material
absence
denial
material
make
statement
made
untrue
emphasis
original
even
decision
tsc
industries
second
circuit
explained
role
materiality
requirement
rule
respect
contingent
speculative
information
events
manner
gave
term
meaning
independent
provisions
rule
circumstances
materiality
depend
given
time
upon
balancing
indicated
probability
event
occur
anticipated
magnitude
event
light
totality
company
activity
sec
texas
gulf
sulphur
interestingly
neither
third
circuit
decision
adopting
test
petitioners
take
issue
general
standard
rather
suggest
respect
preliminary
merger
discussions
good
reasons
draw
line
agreement
price
structure
subsequent
decision
late
judge
friendly
writing
second
circuit
panel
applied
texas
gulf
sulphur
approach
specific
context
preliminary
merger
negotiations
acknowledging
materiality
something
determined
basis
particular
facts
case
stated
since
merger
bought
important
event
occur
small
corporation
life
wit
death
think
inside
information
regards
merger
sort
become
material
earlier
stage
case
regards
lesser
transactions
even
though
mortality
rate
mergers
formative
stages
doubtless
high
sec
geon
industries
whether
merger
discussions
particular
case
material
therefore
depends
facts
generally
order
assess
probability
event
occur
factfinder
need
look
indicia
interest
transaction
highest
corporate
levels
without
attempting
catalog
possible
factors
note
way
example
board
resolutions
instructions
investment
bankers
actual
negotiations
principals
intermediaries
may
serve
indicia
interest
assess
magnitude
transaction
issuer
securities
allegedly
manipulated
factfinder
need
consider
facts
size
two
corporate
entities
potential
premiums
market
value
particular
event
factor
short
closing
transaction
need
either
necessary
sufficient
render
merger
discussions
material
clarify
today
materiality
depends
significance
reasonable
investor
place
withheld
misrepresented
information
inquiry
endorse
consistent
approach
number
courts
taken
assessing
materiality
merger
negotiations
standard
materiality
adopted
differs
used
courts
remand
case
reconsideration
question
whether
grant
summary
judgment
appropriate
record
iv
turn
question
reliance
theory
succinctly
put
fraud
market
theory
based
hypothesis
open
developed
securities
market
price
company
stock
determined
available
material
information
regarding
company
business
misleading
statements
therefore
defraud
purchasers
stock
even
purchasers
directly
rely
misstatements
causal
connection
defendants
fraud
plaintiffs
purchase
stock
case
less
significant
case
direct
reliance
misrepresentations
peil
speiser
case
required
resolution
several
common
questions
law
fact
concerning
falsity
misleading
nature
three
public
statements
made
basic
presence
absence
scienter
materiality
misrepresentations
amended
complaint
named
plaintiffs
alleged
reliance
basic
statements
sold
shares
basic
stock
depressed
market
created
petitioners
see
amended
complaint
nd
ohio
see
also
alleging
effect
market
price
basic
statements
requiring
proof
individualized
reliance
member
proposed
plaintiff
class
effectively
prevented
respondents
proceeding
class
action
since
individual
issues
overwhelmed
common
ones
district
found
presumption
reliance
created
theory
provided
practical
resolution
problem
balancing
substantive
requirement
proof
reliance
securities
cases
procedural
requisites
federal
rule
civil
procedure
district
thus
concluded
reference
public
statement
impact
upon
open
market
basic
shares
common
questions
predominated
individual
questions
required
federal
rules
civil
procedure
petitioners
amici
complain
theory
effectively
eliminates
requirement
plaintiff
asserting
claim
rule
prove
reliance
note
reliance
long
element
fraud
see
restatement
second
torts
keeton
dobbs
keeton
owen
prosser
keeton
law
torts
ed
argue
analogous
express
right
action
includes
reliance
requirement
see
act
amended
must
action
implied
agree
reliance
element
rule
cause
action
see
ernst
ernst
hochfelder
quoting
senate
report
reliance
provides
requisite
causal
connection
defendant
misrepresentation
plaintiff
injury
see
wilson
comtech
telecommunications
list
fashion
park
cert
denied
sub
nom
list
lerner
however
one
way
demonstrate
causal
connection
indeed
previously
dispensed
requirement
positive
proof
reliance
duty
disclose
material
information
breached
concluding
necessary
nexus
plaintiffs
injury
defendant
wrongful
conduct
established
see
affiliated
ute
citizens
similarly
require
proof
material
omissions
misstatements
proxy
statement
decisively
affected
voting
proxy
solicitation
rather
defect
solicitation
materials
served
essential
link
transaction
see
mills
electric
modern
securities
markets
literally
involving
millions
shares
changing
hands
daily
differ
transactions
contemplated
early
fraud
cases
understanding
rule
reliance
requirement
must
encompass
differences
transactions
inquiry
investor
reliance
upon
information
subjective
pricing
information
investor
presence
market
market
interposed
seller
buyer
ideally
transmits
information
investor
processed
form
market
price
thus
market
performing
substantial
part
valuation
process
performed
investor
transaction
market
acting
unpaid
agent
investor
informing
given
information
available
value
stock
worth
market
price
ltv
securities
litigation
nd
tex
presumptions
typically
serve
assist
courts
managing
circumstances
direct
proof
one
reason
another
rendered
difficult
see
louisell
mueller
federal
evidence
courts
accepted
presumption
created
theory
subject
rebuttal
petitioners
persons
traded
basic
shares
done
reliance
integrity
price
set
market
petitioners
material
misrepresentations
price
fraudulently
depressed
requiring
plaintiff
show
speculative
state
facts
acted
omitted
material
information
disclosed
see
affiliated
ute
citizens
misrepresentation
made
see
sharp
coopers
lybrand
cert
denied
place
unnecessarily
unrealistic
evidentiary
burden
rule
plaintiff
traded
impersonal
market
cf
mills
electric
arising
considerations
fairness
public
policy
probability
well
judicial
economy
presumptions
also
useful
devices
allocating
burdens
proof
parties
see
cleary
mccormick
evidence
ed
see
also
fed
rule
evid
advisory
committee
notes
presumption
reliance
employed
case
consistent
facilitating
rule
litigation
supports
congressional
policy
embodied
act
drafting
act
congress
expressly
relied
premise
securities
markets
affected
information
enacted
legislation
facilitate
investor
reliance
integrity
markets
investor
speculator
safely
buy
sell
securities
upon
exchanges
without
intelligent
basis
forming
judgment
value
securities
buys
sells
idea
free
open
public
market
built
upon
theory
competing
judgments
buyers
sellers
fair
price
security
brings
sic
situation
market
price
reflects
nearly
possible
price
artificial
manipulation
tends
upset
true
function
open
market
hiding
secreting
important
information
obstructs
operation
markets
indices
real
value
presumption
also
supported
common
sense
probability
recent
empirical
studies
tended
confirm
congress
premise
market
price
shares
traded
markets
reflects
publicly
available
information
hence
material
misrepresentations
noted
hard
imagine
ever
buyer
seller
rely
market
integrity
knowingly
roll
dice
crooked
crap
game
schlanger
systems
supp
sdny
indeed
nearly
every
considered
proposition
concluded
materially
misleading
statements
disseminated
impersonal
market
securities
reliance
individual
plaintiffs
integrity
market
price
may
presumed
commentators
generally
applauded
adoption
one
variation
another
theory
investor
buys
sells
stock
price
set
market
reliance
integrity
price
publicly
available
information
reflected
market
price
investor
reliance
public
material
misrepresentations
therefore
may
presumed
purposes
rule
action
appeals
found
petitioners
made
public
material
misrepresentations
respondents
sold
basic
stock
impersonal
efficient
market
thus
class
defined
district
established
threshold
facts
proving
loss
acknowledged
petitioners
may
rebut
proof
elements
giving
rise
presumption
show
misrepresentation
fact
lead
distortion
price
individual
plaintiff
traded
traded
despite
knowing
statement
false
showing
severs
link
alleged
misrepresentation
either
price
received
paid
plaintiff
decision
trade
fair
market
price
sufficient
rebut
presumption
reliance
example
petitioners
show
market
makers
privy
truth
merger
discussions
combustion
thus
market
price
affected
misrepresentation
causal
connection
broken
basis
finding
fraud
transmitted
market
price
gone
similarly
despite
petitioners
allegedly
fraudulent
attempt
manipulate
market
price
news
merger
discussions
credibly
entered
market
dissipated
effects
misstatements
traded
basic
shares
corrective
statements
direct
indirect
connection
fraud
petitioners
also
rebut
presumption
reliance
plaintiffs
divested
basic
shares
without
relying
integrity
market
example
plaintiff
believed
basic
statements
false
basic
indeed
engaged
merger
discussions
consequently
believed
basic
stock
artificially
underpriced
sold
shares
nevertheless
unrelated
concerns
potential
antitrust
problems
political
pressures
divest
shares
certain
businesses
said
relied
integrity
price
knew
manipulated
summary
specifically
adopt
rule
context
standard
materiality
set
forth
tsc
industries
northway
reject
price
structure
rule
materiality
also
reject
proposition
information
becomes
material
virtue
public
statement
denying
materiality
merger
context
depends
probability
transaction
consummated
significance
issuer
securities
materiality
depends
facts
thus
determined
basis
inappropriate
apply
presumption
reliance
supported
theory
presumption
however
rebuttable
district
certification
class
appropriate
made
subject
remand
adjustment
developing
circumstances
demand
judgment
appeals
vacated
case
remanded
proceedings
consistent
opinion
ordered
footnotes
addition
basic
petitioners
individuals
members
board
directors
prior
anthony
caito
samuel
eels
john
gelbach
harley
lee
max
muller
chapman
rose
edmund
sylvester
john
wilson
another
former
director
mathew
ludwig
party
proceedings
died
july
petitioner
see
brief
petitioners
ii
light
disposition
case
characterization
discussions
must
await
application
remand
materiality
standard
adopted
today
october
heavy
trading
new
high
basic
stock
following
news
item
appeared
cleveland
plain
dealer
basic
president
max
muller
said
company
knew
reason
stock
activity
negotiations
way
company
merger
said
flintkote
recently
denied
wall
street
rumors
make
tender
offer
share
control
maker
refractories
steel
industry
app
management
unaware
present
pending
company
development
result
abnormally
heavy
trading
activity
price
fluctuation
company
shares
experienced
past
days
regard
stock
market
activity
company
shares
remain
unaware
present
pending
developments
account
high
volume
trading
price
fluctuations
recent
months
respondents
initially
sought
represent
sold
basic
shares
october
december
see
amended
complaint
nd
ohio
district
however
recognized
class
period
extending
october
date
first
public
statement
rather
date
negotiations
allegedly
commenced
certification
decision
subsequently
amended
district
also
excluded
class
purchased
basic
shares
october
statement
sold
september
statement
app
pet
cert
sold
shares
close
market
friday
december
relevant
part
rule
provides
shall
unlawful
person
directly
indirectly
use
means
instrumentality
interstate
commerce
mails
facility
national
securities
exchange
make
untrue
statement
material
fact
omit
state
material
fact
necessary
order
make
statements
made
light
circumstances
made
misleading
connection
purchase
sale
security
tsc
industries
arose
amended
act
rule
cfr
application
definition
materiality
rule
disputed
see
brief
petitioners
brief
respondents
brief
sec
amicus
curiae
see
also
mcgrath
zenith
radio
cert
denied
goldberg
meridor
cert
denied
address
kinds
contingent
speculative
information
earnings
forecasts
projections
see
generally
hiler
sec
courts
approach
disclosure
earnings
projections
asset
appraisals
soft
information
old
problems
changing
views
md
rev
see
staffin
greenberg
defining
duty
disclose
existence
ongoing
merger
negotiations
triggered
reached
greenfield
heublein
applying
test
materiality
inquiry
cert
denied
citing
staffin
appeals
second
circuit
rejected
claim
defendant
obligation
disclose
various
events
related
merger
negotiations
reiss
pan
american
world
airways
seventh
circuit
recently
endorsed
test
materiality
see
flamm
eberstadt
describing
agreement
price
structure
cert
denied
cases
unclear
whether
based
decision
finding
duty
arose
reveal
existence
negotiations
whether
concluded
negotiations
immaterial
interpretation
opinion
tsc
industries
northway
reasoning
backwards
goal
economic
efficiency
appeals
stated
rule
fraud
fraudulent
conduct
business
way
makes
investors
better
see
brown
corporate
secrecy
federal
securities
laws
disclosure
ongoing
negotiations
cath
rev
bebchuk
case
facilitating
competing
tender
offers
harv
rev
flamm
eberstadt
citing
scholarly
debate
see
also
carnation
exchange
act
release
docket
importance
accurate
complete
issuer
disclosure
integrity
securities
markets
overemphasized
extent
investors
rely
upon
accuracy
completeness
issuer
statements
less
likely
invest
thereby
reducing
liquidity
securities
markets
detriment
investors
issuers
alike
see
sec
texas
gulf
sulphur
en
banc
rule
violated
whenever
assertions
made
manner
reasonably
calculated
influence
investing
public
assertions
false
misleading
incomplete
mislead
cert
denied
sub
nom
coates
sec
although
committee
believes
ideally
desirable
absolute
certainty
application
materiality
concept
view
goal
illusory
unrealistic
materiality
concept
judgmental
nature
possible
translate
numerical
formula
committee
advice
sec
avoid
quest
certainty
continue
consideration
materiality
basis
disclosure
problems
identified
house
committee
interstate
foreign
commerce
report
advisory
committee
corporate
disclosure
securities
exchange
commission
comm
print
subsequently
sixth
circuit
denied
petition
rehearing
en
banc
case
app
pet
cert
concurring
separately
judge
wellford
one
original
panel
members
explained
read
panel
opinion
create
conclusive
presumption
materiality
undisclosed
information
claimed
render
inaccurate
statements
denying
existence
alleged
preliminary
merger
discussions
view
decision
merely
reversed
district
judgment
based
standard
ibid
sec
present
case
endorses
highly
balancing
approach
texas
gulf
sulphur
explains
possibility
merger
may
immediate
importance
investors
company
securities
even
merger
ultimately
takes
place
brief
sec
amicus
curiae
sec
insights
helpful
accord
due
deference
see
tsc
industries
northway
actionable
course
statement
must
also
misleading
silence
absent
duty
disclose
misleading
rule
comment
statements
generally
functional
equivalent
silence
see
carnation
exchange
act
release
docket
see
also
new
york
stock
exchange
listed
company
manual
reprinted
cch
fed
sec
premature
public
announcement
may
properly
delayed
valid
business
purpose
adequate
security
maintained
american
stock
exchange
company
guide
reprinted
cch
fed
sec
similar
provisions
suggested
given
current
market
practices
comment
statement
tantamount
admission
merger
discussions
underway
see
flamm
eberstadt
may
well
hold
true
extent
issuers
adopt
policy
truthfully
denying
merger
rumors
discussions
underway
issuing
comment
statements
midst
negotiations
course
statement
policies
firms
adopt
need
advise
issuers
kind
practice
follow
within
range
permitted
law
perhaps
importantly
think
creating
exception
regulatory
scheme
founded
prodisclosure
legislative
philosophy
complying
regulation
might
bad
business
role
congress
see
also
opinion
concurring
judgment
concurring
part
find
authority
statute
legislative
history
previous
decisions
varying
standard
materiality
depending
brings
action
whether
insiders
alleged
profited
see
pavlidis
new
england
patriots
football
club
fact
become
material
shareholder
decision
withheld
insider
insider
might
profit
withholding
cf
aaron
sec
cienter
element
violation
rule
regardless
identity
plaintiff
nature
relief
sought
recognize
trading
profit
making
insiders
serve
indication
materiality
see
sec
texas
gulf
sulphur
general
portland
lafarge
coppee
cch
fed
sec
nd
tex
prepared
agree
however
cases
disclosure
inside
information
favored
determination
materiality
different
aspect
issue
example
inaccuracy
publicly
disseminated
press
release
sec
geon
industries
devising
two
different
standards
materiality
one
situations
insiders
traded
abrogation
duty
disclose
abstain
matter
disclosure
duty
breached
another
covering
affirmative
misrepresentations
duty
disclose
duty
mislead
effectively
collapse
materiality
requirement
analysis
defendant
disclosure
duties
see
sec
shapiro
light
projected
substantial
increase
earnings
per
share
negotiations
material
although
merger
still
less
probable
holmes
bateson
merger
negotiations
material
although
yet
reached
point
discussing
terms
sec
gaspar
cch
fed
sec
pp
sdny
merger
negotiations
material
although
proceed
actual
tender
offer
dungan
colt
industries
supp
nd
fact
defendants
seriously
exploring
sale
company
material
american
general
ins
equitable
general
supp
ed
merger
negotiations
material
four
months
reached
cf
susquehanna
pan
american
sulphur
holding
immaterial
unilateral
offer
negotiate
never
acknowledged
target
repudiated
two
days
later
berman
gerber
products
supp
wd
mere
overtures
immaterial
sixth
circuit
rejected
district
narrow
reading
basic
developments
statement
see
supra
focused
whether
petitioners
knew
reason
activity
basic
stock
whether
petitioners
aware
leaks
concerning
ongoing
discussions
see
also
comment
disclosure
preliminary
merger
negotiations
rule
rev
noting
prevalence
leaks
studies
demonstrating
substantial
trading
activity
immediately
preceding
merger
announcements
rule
exception
accept
appeals
reading
statement
natural
one
emphasizing
management
knowledge
developments
opposed
leaks
explain
unusual
trading
activity
see
see
also
sec
texas
gulf
sulphur
keeton
dobbs
keeton
owen
prosser
keeton
law
torts
ed
reasons
separate
development
tort
action
misrepresentation
nondisclosure
peculiar
limitations
part
historical
part
connected
fact
great
majority
cases
come
courts
misrepresentations
made
course
bargaining
transaction
parties
consequently
action
colored
considerable
extent
ethics
bargaining
distrustful
adversaries
omitted
actions
rule
distinct
deceit
misrepresentation
claims
see
blue
chip
stamps
manor
drug
stores
part
designed
add
protections
provided
investors
common
law
see
herman
maclean
huddleston
contrary
dissent
suggestion
incentive
investors
pay
attention
issuers
disclosures
comes
motivation
make
profit
attempt
preserve
cause
action
rule
facilitating
investor
reliance
market
consistently
congress
expectations
hardly
calls
dismantling
federal
scheme
mandates
disclosure
see
post
see
ltv
securities
litigation
nd
tex
citing
studies
fischel
use
modern
finance
theory
securities
fraud
cases
involving
actively
traded
securities
bus
law
citing
literature
theory
dennis
materiality
efficient
capital
market
model
recipe
total
mix
wm
mary
rev
need
determine
adjudication
economists
social
scientists
debated
use
sophisticated
statistical
analysis
application
economic
theory
purposes
accepting
presumption
reliance
case
need
believe
market
professionals
generally
consider
publicly
announced
material
statements
companies
thereby
affecting
stock
market
prices
see
peil
speiser
harris
union
electric
cert
denied
lipton
documation
cert
denied
raney
sons
fort
cobb
oklahoma
irrigation
fuel
authority
cert
denied
sub
nom
linde
thomson
fairchild
langworthy
kohn
van
dyke
raney
sons
panzirer
wolf
vacated
remanded
sub
nom
price
waterhouse
panzirer
ross
robins
cert
denied
blackie
barrack
cert
denied
see
black
fraud
market
criticism
dispensing
reliance
requirements
certain
open
market
transactions
rev
note
theory
harv
rev
note
fraud
market
emerging
theory
recovery
sec
rule
geo
rev
appeals
held
order
invoke
presumption
plaintiff
must
allege
prove
defendant
made
public
misrepresentations
misrepresentations
material
shares
traded
efficient
market
misrepresentations
induce
reasonable
relying
investor
misjudge
value
shares
plaintiff
traded
shares
time
misrepresentations
made
time
truth
revealed
see
given
today
decision
regarding
definition
materiality
preliminary
merger
discussions
elements
may
collapse
one
accepting
rebuttable
presumption
intend
conclusively
adopt
particular
theory
quickly
completely
publicly
available
information
reflected
market
price
furthermore
decision
today
interpreted
addressing
proper
measure
damages
litigation
kind
note
may
certain
incongruity
assumption
basic
shares
traded
efficient
market
allegation
market
remain
misinformed
valuation
basic
shares
depressed
months
basis
three
public
statements
proof
sort
matter
trial
throughout
district
retains
authority
amend
certification
order
may
appropriate
see
fed
rules
civ
proc
see
wright
miller
kane
federal
practice
procedure
thus
see
need
engage
kind
factual
analysis
dissent
suggests
manifests
oddities
applying
rebuttable
presumption
reliance
case
see
post
justice
white
justice
joins
concurring
part
dissenting
part
join
parts
opinion
agree
standard
materiality
set
forth
tsc
industries
northway
applied
actions
rule
dissent
remainder
holding
agree
theory
applied
case
even
compared
relatively
youthful
private
see
kardon
national
gypsum
supp
ed
theory
mere
babe
yet
today
embraces
theory
sweeping
confidence
usually
reserved
mature
legal
doctrines
fear
decision
may
many
adverse
unintended
effects
applied
interpreted
years
come
outset
note
portions
holding
agreement
importantly
rejects
version
theory
heretofore
adopted
courts
equates
causation
reliance
permits
recovery
plaintiff
claims
merely
harmed
material
misrepresentation
altered
market
price
notwithstanding
proof
plaintiff
way
rely
price
ante
agree
rule
reliance
requirement
left
content
presumption
must
capable
rebutted
showing
plaintiff
rely
market
price
example
plaintiff
decides
months
advance
alleged
misrepresentation
purchase
stock
one
buys
sells
stock
reasons
unrelated
price
one
actually
sells
stock
short
days
misrepresentation
made
surely
none
people
state
valid
claim
rule
yet
federal
courts
allowed
claims
stand
one
variety
another
theory
happily
majority
puts
rest
prospect
recovery
circumstances
nonrebuttable
presumption
reliance
even
worse
allowing
recovery
face
affirmative
evidence
nonreliance
zweig
hearst
ely
dissenting
effectively
convert
rule
scheme
investor
insurance
shores
sklar
en
banc
cert
denied
support
securities
exchange
act
rule
cases
result
even
attempts
limit
theory
endorses
today
pitfalls
approach
revealed
previous
uses
lower
courts
broader
versions
theory
confusion
contradiction
rulings
inevitable
traditional
legal
analysis
replaced
economic
theorization
federal
courts
general
case
law
developed
respect
rule
based
doctrines
judges
familiar
doctrines
fraud
deceit
see
santa
fe
industries
green
even
extended
civil
liability
rule
broader
reach
common
law
previously
permitted
see
ante
retained
familiar
legal
principles
guideposts
see
herman
maclean
huddleston
federal
courts
proved
adept
developing
evolving
jurisprudence
rule
manner
staff
economists
experts
schooled
hypothesis
ability
test
validity
empirical
market
studies
well
equipped
embrace
novel
constructions
statute
based
contemporary
microeconomic
theory
wrong
turns
appeals
district
decisions
implicitly
rejects
going
far
ample
illustration
dangers
economic
theories
replace
legal
rules
basis
recovery
yet
today
ventures
area
beyond
expertise
beyond
admission
confines
previous
fraud
cases
see
ante
even
agreed
modern
securities
markets
involving
millions
shares
changing
hands
daily
require
understanding
rule
reliance
requirement
changed
prefer
changes
come
congress
amending
congress
superior
resources
expertise
far
better
equipped
federal
courts
task
determining
modern
economic
theory
global
financial
markets
require
established
legal
notions
fraud
modified
choosing
make
decisions
fear
embarks
course
genuinely
understand
giving
rise
consequences
foresee
economists
theories
underpin
presumption
may
appeal
mathematical
exactitude
scientific
certainty
end
nothing
theories
may
may
prove
accurate
upon
consideration
even
earnest
advocates
economic
analysis
law
recognize
see
easterbrook
afterword
knowledge
answers
colum
rev
thus
majority
purposes
reaching
result
need
make
modest
assumptions
way
market
professionals
generally
jobs
conduct
market
professionals
affects
stock
prices
ante
doubt
much
position
assess
theories
aptly
describe
functioning
securities
industry
consequently
join
effort
reconfigure
securities
laws
based
recent
economic
theories
better
fit
perceives
new
realities
financial
markets
leave
task
others
equipped
job
bottom
conclusion
theory
sustains
presumption
reliance
assumption
individuals
rely
integrity
market
price
buying
selling
stock
impersonal
market
securities
ante
even
prepared
accept
matter
common
sense
general
understanding
assumption
persons
buying
selling
stock
response
market
price
theory
goes
adopting
presumption
reliance
also
assumes
buyers
sellers
rely
market
price
integrity
price
aspect
hypothesis
mystifies
define
term
integrity
market
price
majority
quotes
approvingly
cases
suggest
investors
entitled
rely
price
stock
reflection
value
ante
quoting
peil
speiser
meaning
phrase
eludes
implicitly
suggests
stocks
true
value
measurable
standard
market
price
scholastics
medieval
times
professed
means
make
valuation
commodity
worth
doubt
federal
courts
day
similarly
equipped
even
securities
value
knowable
distinct
market
price
stock
investors
always
share
presumption
stock
price
reflection
value
indeed
many
investors
purchase
sell
stock
believe
price
inaccurately
reflects
corporation
worth
see
black
fraud
market
criticism
dispensing
reliance
requirements
certain
open
market
transactions
rev
emphasis
added
investors
really
believed
stock
prices
reflected
stock
value
many
sellers
never
sell
many
buyers
never
buy
given
time
cost
associated
executing
stock
transaction
recognized
years
ago
nvestors
act
inevitably
incomplete
inaccurate
information
consequently
always
winners
losers
lost
necessarily
defrauded
dirks
sec
yet
today
allows
investors
recover
show
little
sold
stock
lower
price
might
propose
law
retreat
many
protections
rule
interpreted
prior
cases
provide
investors
extension
laws
approach
something
closer
investor
insurance
scheme
come
congress
courts
ii
congress
passed
theory
embraces
today
reason
enough
us
abstain
even
troubling
extent
view
congress
question
inferred
indirectly
contrary
result
majority
reaches
past
scant
legislative
history
led
us
look
congress
intent
adopting
portions
securities
exchange
act
endeavor
discern
limits
private
causes
action
rule
see
ernst
ernst
hochfelder
similar
undertaking
reveals
congress
flatly
rejected
proposition
analogous
theory
adopting
civil
liability
provision
act
section
act
expressly
provides
civil
liability
certain
misleading
statements
concerning
securities
see
predecessor
section
first
considered
congress
initial
draft
provision
allowed
recovery
plaintiff
shall
purchased
sold
security
price
may
affected
misleading
statement
see
thus
initially
drafted
precursor
express
civil
liability
provision
act
permitted
suits
plaintiffs
based
solely
fact
price
securities
bought
sold
affected
misrepresentation
theory
closely
akin
holding
today
yet
provision
roundly
criticized
congressional
hearings
proposed
securities
exchange
act
failed
include
substantial
reliance
requirement
subsequent
drafts
modified
original
proposal
included
express
reliance
requirement
final
version
act
congressional
debates
redrafted
version
bill
house
committee
representative
sam
rayburn
explained
bill
originally
written
much
challenged
ground
reliance
required
objection
met
cong
rec
moreover
previous
case
concerning
scope
rule
quoted
approvingly
legislative
history
revised
provision
emphasized
presence
strict
reliance
requirement
prerequisite
recovery
see
ernst
ernst
hochfelder
supra
citing
congress
thus
anticipated
meaningful
proof
reliance
civil
recovery
securities
exchange
act
majority
adoption
theory
effectively
eviscerates
reliance
rule
actions
brought
rule
negates
congressional
intent
contrary
expressed
adoption
act
second
congressional
policy
majority
opinion
ignores
strong
preference
securities
laws
display
widespread
public
disclosure
distribution
investors
material
information
concerning
securities
congressionally
adopted
policy
expressed
numerous
varied
disclosure
requirements
found
federal
securities
law
scheme
see
ed
supp
iv
yet
observers
field
acknowledged
theory
odds
federal
policy
favoring
disclosure
see
black
conflict
congress
preference
disclosure
theory
well
expressed
jurist
rejected
latter
order
give
force
former
isclosure
crucial
way
federal
securities
laws
function
federal
securities
laws
intended
put
investors
position
help
relying
upon
disclosures
others
obligated
make
system
furthered
allowing
monetary
recovery
refuse
look
say
plaintiff
may
recover
circumstances
even
though
read
rely
defendants
public
disclosures
one
need
pay
attention
disclosures
method
employed
congress
achieve
objective
act
defeated
shores
sklar
randall
dissenting
iii
finally
particular
facts
case
make
exceedingly
poor
candidate
theory
illustrate
illogic
achieved
theory
application
many
cases
respondents
class
sellers
sold
basic
stock
october
december
period
time
class
period
began
basic
stock
trading
share
time
high
last
members
class
sell
basic
stock
got
price
share
app
indisputable
virtually
every
member
class
made
money
sale
basic
stock
oddities
applying
theory
case
manifest
first
facts
plaintiffs
sellers
class
period
lengthy
virtually
without
precedent
prior
cases
reasons
discuss
margin
think
two
facts
render
case
less
apt
application
hypothesis
second
fact
case
evidence
petitioner
basic
officials
made
troublesome
misstatements
purpose
manipulating
stock
prices
intent
engage
underhanded
trading
basic
stock
indeed
class
period
petitioners
appear
purchased
sold
basic
stock
whatsoever
app
pet
cert
agree
amicus
argues
mposition
damages
liability
rule
makes
little
sense
defendant
neither
purchaser
seller
securities
see
brief
american
corporate
counsel
association
amicus
curiae
fact
previous
cases
recognized
rule
concerned
primarily
cases
fraud
committed
one
trading
security
issue
see
blue
chip
stamps
manor
drug
stores
difficult
square
liability
case
express
provision
prohibits
fraud
connection
purchase
sale
security
see
emphasis
added
third
peculiarities
kinds
investors
able
recover
case
read
district
class
certification
order
app
pet
cert
ante
potentially
many
persons
purchase
basic
stock
first
false
statement
october
nonetheless
able
recover
theory
thus
possible
person
heard
first
corporate
misstatement
disbelieved
someone
purchased
basic
stock
thinking
petitioners
statement
false
may
still
included
remand
person
undertook
speculative
strategy
made
share
bought
october
sold
december
say
defrauded
virtue
reliance
integrity
market
price
beyond
speculators
may
uncommon
least
case
see
app
pet
cert
indeed
facts
case
lead
casual
observer
almost
inescapable
conclusion
many
bought
sold
basic
stock
period
question
flatly
disbelieved
statements
alleged
materially
misleading
despite
three
statements
denying
merger
negotiations
underway
basic
stock
hit
class
period
seems
quite
possible
like
casca
knowing
disbelief
caesar
thrice
refusal
crown
clever
investors
skeptical
petitioners
three
denials
merger
talks
going
yet
investors
saviest
savvy
able
recover
opinion
long
claim
believed
integrity
market
price
sold
stock
september
december
thus
persons
bought
hearing
relying
falsity
petitioners
statements
may
able
prevail
recover
money
damages
remand
pay
judgments
actions
suspect
often
majority
rule
lead
large
judgments
payable
last
analysis
innocent
investors
benefit
speculators
lawyers
cf
sec
texas
gulf
sulphur
en
banc
friendly
concurring
cert
denied
others
previously
recognized
inexorably
broadening
class
plaintiff
may
sue
area
law
ultimately
result
harm
good
blue
chip
stamps
manor
drug
stores
supra
see
also
ernst
ernst
hochfelder
ultramares
touche
cardozo
yet
bitter
harvest
likely
reaped
seeds
sewn
decision
today
iv
sum
think
embracement
theory
represents
departure
securities
law
ill
suited
commence
even
less
equipped
control
proceeds
result
must
respectfully
dissent
earliest
appeals
case
adopting
theory
cited
blackie
barrack
cert
denied
moreover
widespread
acceptance
theory
courts
appeals
placed
earlier
five
six
years
ago
see
ante
brief
securities
exchange
commission
amicus
curiae
see
zweig
hearst
arthur
young
district
cert
denied
pellman
cinerama
sdny
cases
illustrating
factual
situations
respectively
zweig
hearst
supra
ely
dissenting
abrams
cch
fed
sec
sdny
fausett
american
resources
management
supp
utah
abrams
decision
illustrates
particular
pliability
presumption
abrams
plaintiff
represented
class
purchasers
defendant
stock
allegedly
misled
defendant
misrepresentations
annual
reports
deposition
taken
shortly
plaintiff
filed
suit
testified
bought
defendant
stock
primarily
thought
favorable
changes
federal
tax
code
boost
sales
product
insulation
two
years
later
defendant
moved
summary
judgment
based
plaintiff
failure
prove
reliance
alleged
misrepresentations
plaintiff
resuscitated
case
executing
affidavit
stated
certainly
assumed
market
price
stock
accurate
reflection
worth
company
paid
price
known
otherwise
abrams
supra
based
affidavit
district
permitted
plaintiff
proceed
theory
thus
abrams
demonstrates
easily
post
hoc
statement
enable
plaintiff
bring
action
even
rare
case
plaintiff
frank
foolhardy
enough
admit
initially
factor
price
led
decision
purchase
particular
stock
view
put
well
two
commentators
wrote
years
ago
recent
developments
financial
economics
efficient
capital
market
hypothesis
ecmh
achieved
widest
acceptance
legal
culture
yet
legal
culture
remarkably
rapid
broad
acceptance
economic
concept
exist
twenty
years
ago
matched
equivalent
degree
understanding
gilson
kraakman
mechanisms
market
efficiency
rev
footnotes
omitted
emphasis
added
example
judge
posner
economic
analysis
law
pp
ed
submits
theory
produces
economically
correct
result
rule
cases
observes
question
damages
theory
quite
problematic
withstanding
fact
first
blush
might
seem
obvious
proper
calculation
damages
theory
applied
must
rest
several
assumptions
social
costs
difficult
quantify
ibid
course
answers
question
proper
measure
damages
case
essential
proper
implementation
presumption
surprisingly
difficult
damages
question
one
expressly
declines
address
today
ante
see
salin
price
encyclopaedia
social
sciences
see
also
de
roover
economic
thought
ancient
medieval
thought
international
encyclopedia
social
sciences
rule
boils
practical
terms
theory
allows
rebuttal
presumption
reliance
proviso
agree
see
supra
practice
must
realize
courts
applying
theory
rebuttal
virtually
impossible
extraordinary
case
see
blackie
barrack
ltv
securities
litigation
nd
tex
consequently
considers
significant
presumption
endorses
rebuttable
one
ante
majority
implicit
rejection
pure
causation
theory
rings
hollow
cases
theory
operate
causation
theory
creating
nonrebuttable
presumption
reliance
future
rule
actions
see
stock
exchange
practices
hearings
res
senate
committee
banking
currency
pt
statement
richard
whitney
president
new
york
stock
exchange
stock
exchange
regulation
hearing
house
committee
interstate
foreign
commerce
statement
richard
whitney
none
appeals
cases
cites
endorsing
theory
ante
involved
rather
cases
brought
purchasers
bought
securities
short
period
following
material
misstatement
similar
act
issuer
alleged
falsely
inflated
stock
price
even
theory
provides
permissible
link
misstatement
decision
purchase
security
shortly
thereafter
surely
link
far
attenuated
misstatements
made
october
decision
sell
stock
following
september
months
later
fact
one
sellers
class
period
long
distinguish
case
cited
opinion
make
even
poorer
candidate
presumption
schlanger
systems
supp
sdny
permitting
class
sellers
use
theory
class
period
eight
days
long
recognizes
person
sold
basic
shares
believing
petitioners
statements
false
may
entitled
recovery
ante
yet
seems
clear
one
bought
basic
stock
belief
hoping
profit
uncertainty
basic
merger
plans
permitted
recover
either
see
shakespeare
julius
caesar
act
scene
ii
ease
post
hoc
claim
reliance
integrity
market
price
made
gain
acceptance
trial
illustrated
abrams
discussed
supra