Merrill Lynch, Pierce, Fenner & Smith, Inc. v. Ayres

How later courts describe this case

• noting that "arguments can be made" that a buy-back agreement "as exercised in this (voluntary retirement) case," is invalid under state law
• distinguishing Ryan because “[t]he complaint alleges that Ayres could and would have elected not to retire and not to sell his stock” had he known about defendant’s plans
• undisclosed planned public offering material because, although Plaintiff was contractually obligated to surrender his stock upon retirement, he might have postponed the retirement had proper disclosures been made
• employee suit against firm for stock fraud under repurchase agreement
• Securities Exchange Act of 1934 and Rule 10b-5