This Article criticizes the use of the sale of business doctrine in securities fraud litigation. The Article first discusses the Supreme Court's efforts at defining a security, from its early investment contract analysis in SEC v. W.J. Howey Co., to Forman and other recent opinions. Part II analyzes the leading federal cases on the sale of business doctrine and examines problems in applying the doctrine. Next, part III examines alternative bases, within established Rule 10b-S jurisprudence, for dismissing the claims of purchasers of stock in close corporations. Finally, the Article asserts that, because the sale of business doctrine is inconsistent with congressional intent and is an improper solution to problems that exist in Rule lOb-S practice, it should be rejected by the courts.
Black, Barbara, "Is Stock a Security? A Criticism of the Sale of Business Doctrine in Securities Fraud Litigation" (1982). Faculty Articles and Other Publications. 74.