Securities and Exchange Commission v. Manor Nursing Centers, Inc.
United States Court of Appeals for the Second Circuit
458 F.2d 1082 (1972)
Relevant factsFree
Manor Nursing Centers (defendant) offered 450,000 shares on an all-or-nothing basis, promising to return investor funds if all shares weren't sold by the deadline, but when the deadline passed without a complete sale, Manor kept the money anyway without amending the prospectus to disclose that change; the SEC (plaintiff) sued for violating the prospectus accuracy requirement of Securities Act Section 10(a), and the district court ruled for the SEC.
IssueFree
Whether a prospectus will be held deficient under Securities Act Section 10(a) if the information it provides turns out to be inaccurate or misleading.