CHEMICAL FUND, INC. v. XEROX CORPORATION

No. 140, Docket 30567.

377 F.2d 107 (1967)

CHEMICAL FUND, INC., Plaintiff-Appellant, v. XEROX CORPORATION, Defendant-Appellant.

United States Court of Appeals Second Circuit.

Decided May 9, 1967.


Attorney(s) appearing for the Case

Immanuel Kohn, New York City (John T. Cahill, Cahill, Gordon, Reindel & Ohl, New York City, and Moser, Johnson & Reif, Byron Johnson, Rochester, N. Y., on the brief, J. Bernard Quigley, New York City, of counsel), for plaintiff-appellant.

William H. Morris, Rochester, N. Y. (Nixon, Hargrave, Devans & Doyle, Rochester, N. Y., on the brief), for defendant-appellant.

Philip A. Loomis, Jr., Gen. Counsel, David Ferber, Sol., Edward B. Wagner, Special Counsel, and Martin D. Newman, Securities and Exchange Commission, Washington, D. C., on the brief of the Securities and Exchange Commission, amicus curiae.

Before LUMBARD, Chief Judge, and MEDINA and KAUFMAN, Circuit Judges.


LUMBARD, Chief Judge:

The principal issue on this appeal is whether Chemical Fund, the owner of more than ten percent of Xerox Convertible Debentures, is liable for short-swing trading profits as a "beneficial owner of more than 10 per centum of any class of any equity security" within the meaning of section 16 of the Securities Exchange Act of 1934, 48 Stat. 896 (1934), as amended, 15 U.S.C. § 78p. We think not. As Chemical Fund at no time would have owned more...

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