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

noting that "arguments can be made" that a buy-back agreement "as exercised in this (voluntary retirement) case," is invalid under state law | 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