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Business Organizations Keyed to Chasalow, 3rd Ed.
Securities and Exchange Commission v. Texas Gulf Sulphur Co.
Citation:
401 F.2d 833 (1968)Facts
In November 1963, Texas Gulf Sulphur Company drilled a test hole (K-55-1) in Timmins, Ontario, which revealed significant mineral deposits. To facilitate land acquisition around the site, TGS kept the results confidential. Between November 1963 and April 1964, several TGS officers, directors, and employees purchased company stock or call options while aware of this non-public information. On February 20, 1964, stock options were issued to several officers without disclosing the discovery to the Stock Option Committee. After rumors began circulating about the discovery, TGS issued a press release on April 12, 1964, characterizing the findings as inconclusive. Four days later, on April 16, TGS announced a major ore strike. Between the first and second announcements, some defendants made additional purchases. The stock price rose substantially following the April 16 announcement.
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