Dean v. American Security Insurance

How later courts describe this case

• the corporation was a seller when it issued stock to an investor for inadequate consideration
• corporation’s pledge of subsidiary’s stock to secure loan to controlling shareholder implicates Rule 10b—5
• parent entitled to credit for Social Security retirement benefits to children
• “If these shareholders would have been powerless to prevent the proposed self-dealing by the controlling shareholder even if they had possessed knowledge of all the facts, the failure to disclose to them would presumably be immaterial and reliance could not be shown”
• expressed in terms of duty to disclose
• general damages and punitive damages not available
• permitting emotional distress under state law
• no damages for pain and suffering