Gilligan, Will & Co. v. Securities and Exchange Commission
United States Court of Appeals for the Second Circuit
267 F.2d 461 (1959)
Gilligan, Will & Co. (defendant) bought Crowell debentures, assuring Crowell it intended to hold them purely as an investment, but roughly ten months later converted them to stock and sold the stock on the American Stock Exchange to purchasers who had no access to registration-statement-type disclosures; the SEC (plaintiff) found Gilligan had violated securities law by selling unregistered securities as an underwriter, and Gilligan appealed, arguing it wasn't an underwriter because it initially intended only to hold the securities and sold only after Crowell's circumstances changed.
Whether a securities offering is a public offering subject to federal registration requirements if offerees do not have access to information that would be contained in a registration statement.