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Securities Regulation Keyed to Coffee
Securities and Exchange Commission v. Guild Films Co.
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*Case Brief Anatomy includes: Brief Prologue, Complete Case Brief, Brief Epilogue
- The Brief Prologue provides necessary case brief introductory information and includes:
- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
- Case Key Terms, Acts, Doctrines, etc.: A case specific Legal Term Dictionary.
- Case Doctrines, Acts, Statutes, Amendments and Treatises: Identifies and Defines Legal Authority used in this case.
- The Case Brief is the complete case summarized and authored in the traditional Law School I.R.A.C. format. The Pro case brief includes:
- Brief Facts: A Synopsis of the Facts of the case.
- Rule of Law: Identifies the Legal Principle the Court used in deciding the case.
- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
In order to obtain a loan from two Inglewood banks, Roach pledged shares of F.L. Jacobs Co. stock; however, more security was necessitated when the Securities and Exchange Commission (SEC) (Plaintiff) suspended Jacobs Co. from trading. Roach transferred 50,000 shares of Guild Films (Defendant) stock to the banks, although the stocks were unregistered which was indicated on the certificates. This inscription stated that the stocks were exclusive to investing and could not be sold until properly registered. When the loan defaulted and the banks tried to sell the Guild Film shares, the transfer agent refused to register the shares in the banks name due to the inscription on the shares. A successful action to compel the transfer was brought by the bank, and the bank sold 10,500 shares, even after the SEC stated that the registration be acquired first. The SEC brought an action to stop delivery. The district court found that as defined by § 5 of the Securities Act of 1933 Act, the bank acted as an underwriter. § 5 makes it illegal to use any type of interstate communication, including mails, as a way to sell or deliver unregistered securities. The bank contended it is not an underwriter, and appealed claiming exemption under § 4(1), the provision which exempts transactions by any parties other than issuers, underwriters or dealers.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
- Holding: Shares the Court's answer to the legal questions raised in the issue.
- Concurring / Dissenting Opinions: Includes valuable concurring or dissenting opinions and their key points.
- Reasoning and Analysis: Identifies the chain of argument(s) which led the judges to rule as they did.
- The Brief Prologue closes the case brief with important forward-looking discussion and includes:
- Policy: Identifies the Policy if any that has been established by the case.
- Court Direction: Shares where the Court went from here for this case.