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Corporations Keyed to O’Kelley
Securities and Exchange Commission v. Edwards
Citation:
540 U.S. 389 (2004)Facts
Respondent Charles Edwards was the chairman, chief executive officer, and sole shareholder of ETS Payphones, Inc. ETS, acting through a subsidiary also controlled by respondent, sold payphones to the public via independent distributors. The payphones were offered packaged with a site lease, a 5-year leaseback and management agreement, and a buyback agreement. Under the lease-back and management agreement, purchasers received $82 per month. Purchasers were not involved in the day-to-day operation of the payphones they owned. In its marketing materials and on its website, ETS trumpeted the incomparable pay phone as an exciting business opportunity. The payphones did not generate enough revenue for ETS to make the payments required by the leaseback agreements, so the company depended on funds from new investors to meet its obligations. In September 2000, ETS filed for bankruptcy protection. The SEC brought this civil enforcement action the same month.
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