Law School Case Briefs
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S.E.C. v. AMSTER & CO.
United States District Court, S.D. New York (1991) | 762 F.Supp. 604
TL;DR: An investment firm explored a proxy contest after a company's plans changed. The SEC sued for failure to timely disclose a change in investment purpose. The court held that only a formed intent to seek control, not preliminary considerations, triggers the disclosure duty under § 13(d).
Legal Significance: This case establishes that under § 13(d) of the Securities Exchange Act, the duty to disclose a control purpose is triggered by the formation of a definite intent, not merely by preliminary considerations, explorations of options, or a "perceptible desire" to influence management.