Securities Regulation Keyed to Coffee
Securities and Exchange Commission v. Ralston Purina Co.
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Ralston Purina has a long standing policy of allowing employees to own company stocks, making unissued common shares available to them. In an attempt to avoid the registration requirements of the Securities Act of 1933, Purina claimed it was exempt under the § 4(1) of the Act, which states that transactions by an issuer are exempt if there is no public offering. Purina only allowed employees that took the initiative to purchase the stock at current stock prices would be able to do so. Between the years of 1947 and 1951, of the 7000 estimated Ralston Purina employees, only 500 were offered the stock. Ralston Purina bases its exemption claim on the classification that all the offerees were key employees, a key employee being: individuals qualified for promotion, individuals who influence and/or advise others, individuals who carry special responsibility, who are ambitious and who are sympathetic to management. Offering the stock to every employee would make it a public offering and no longer fall under the exemption. The district court held that the exemption was applicable, the suit was dismissed and the court of appeals affirmed that.
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