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SEAGRAVE CORP. v. VISTA RESOURCES, INC.

No. 62, Docket 82-7238.

696 F.2d 227 (1982)

The SEAGRAVE CORPORATION, formerly known as Seakoff Corp., Plaintiff-Appellant, v. VISTA RESOURCES, INC., formerly known as The Seagrave Corporation, Eastern Vista Corp., formerly known as Armour Glass East Corp., Western Vista Corp., formerly known as Flour City Architectural Metals Corporation, Arnold A. Saltzman, Carl J. Simon and Herbert J. Kirshner, Defendants-Appellees.

United States Court of Appeals, Second Circuit.

Decided December 27, 1982.

Attorney(s) appearing for the Case

Michael C. Silberberg, New York City (Geri S. Krauss, Amy E. Lorber, Golenbock & Barell, New York City, of counsel), for plaintiff-appellant.

Milton S. Gould, New York City (Sheldon D. Camhy, Ronald D. Lefton, Shea & Gould, New York City, of counsel), for defendants-appellees Saltzman, Simon and Kirshner.

Jack Weinberg, New York City (Graubard, Moskovitz, McGoldrick, Dannett & Harowitz, New York City, of counsel), for defendants-appellees Vista Resources, Inc., Eastern Vista Corp. and Western Vista Corp.

Edward F. Greene, Gen. Counsel, Jacob H. Stillman, Associate Gen. Counsel, Rosalind C. Cohen, Asst. Gen. Counsel, Steven B. Boehm, Atty. and Paul Gonson, Sol. Securities and Exchange Com'n, Washington, D.C., amicus curiae.

Before LUMBARD, MESKILL and CARDAMONE, Circuit Judges.

CARDAMONE, Circuit Judge:

We are asked to review an asset buy-out, entered into by sophisticated business persons, of some of the subsidiaries of Vista Resources, Inc. Included among the assets sold was the outstanding stock of these subsidiary and their sub-subsidiary corporations. In order to determine whether federal securities laws covered the sale, Judge Sweet applied the sale of business doctrine and concluded, relying on certain Supreme Court cases, that this...

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