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Banking Law Keyed to Carnell, 7th Ed.
Securities and Exchange Commission v. Talley Industries, Inc.
Citation:
399 F.2d 396 (1968)Facts
Talley Industries (Industries) was an “affiliated person” of American Investors Fund (Fund), a registered investment company, because Fund owned 9% of Industries’ voting shares. In December 1967, Industries began purchasing shares of General Time Corporation with the goal of a potential acquisition. Industries’ president, Franz Talley, contacted Fund’s president, George Chestnutt, suggesting Fund might also wish to buy General Time stock. After consulting counsel, Chestnutt agreed to proceed independently without any promises or arrangements regarding voting or disposition of shares. Fund subsequently purchased approximately 210,000 shares (just under its 10% legal limit) of General Time, while Industries continued its own purchases. Throughout January and February 1968, Talley and Chestnutt maintained communication about their respective holdings, with Talley often referring to their combined positions as “we.” When Industries made a special bid for additional shares and later proposed a merger to General Time’s management, Talley claimed that “we and our associates own about a third of the stock,” a figure that included Fund’s holdings. The SEC ultimately determined that Industries and Fund had engaged in a joint arrangement requiring prior approval under Section 17(d) and Rule 17d-1, despite the absence of a formal agreement.
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