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(詳細は346 U.S. 119 (1953), was a case in which the United States Supreme Court held that a corporation offering "key employees" stock shares is still subject to Section 4(1) (Section 4(2) ) of the Securities Act of 1933. ==Rule== Section 4(1) (Section 4(2) ) of the Securities Act exempts "transactions by an issuer not involving any public offering" from the registration requirements of Section 5. ==Facts of the case== Ralston Purina provided feed and cereal products throughout the U.S. and Canada. The company was staffed by some 7,000 employees with which Ralston had a policy of encouraging stock ownership. Between 1947 and 1951, Ralston Purina sold nearly $2 million of stock to employees without registration. In each of these years, Ralston Purina authorized the sale of common stock "to employees ... who shall, without solicitation by the Company ... inquire of any of them as to how to purchase common stock of Ralston Purina Company." A memorandum sent to branch and store managers advised that the "only employees to whom this stock will be available will be those who take the initiative and are interested in buying stock at present market prices." Among those who responded to these offers were employees with the duties of artist, bakeshop foreman, chow loading foreman, clerical assistant, copywriter, electrician, and veterinarian. The buyers lived across the U.S. The lowest salary bracket of those purchasing was $2,700 in 1949, $2,435 in 1950 and $3,107 in 1951. The record shows that in 1947, 243 employees bought stock, 20 in 1948, 414 in 1949, 411 in 1950, and the 1951 offer, interrupted by this litigation, produced 165 applications to purchase. No records were kept of those to whom the offers were made; the estimated number in 1951 was 500. 抄文引用元・出典: フリー百科事典『 ウィキペディア（Wikipedia）』 ■ウィキペディアで「SEC v. Ralston Purina Co.」の詳細全文を読む スポンサード リンク
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