Wellman v. Dickinson

After being removed from Becton, Dickinson's board, major shareholder Dickinson (defendant) worked with other outside directors and an investment bank to arrange the sale of a combined roughly 15 percent block of company stock to a corporation interested in taking over Becton, with the explicit purpose of dislodging Becton's new management. The SEC, Becton, and its shareholders (plaintiffs) sued, alleging Dickinson and his collaborators formed an undisclosed group required to file a statement under section 13(d) of the Securities Exchange Act; the district court ruled against Dickinson, who appealed.

Whether individuals form a group under section 13(d) of the Securities Exchange Act, triggering disclosure of the group's purpose and members' identities, when they combine in furtherance of a common objective.