Plaintiff, a shareholder of a company that was acquired by the defendant pharmaceutical company brought an action under the Securities Act alleging that defendant issued him unregistered shares in violation of the Act. The circuit court found that the shares issued by defendant to the shareholders of the acquired company were exempt from registration and dismissed the complaint. Plaintiff appealed and the appellate court affirmed, finding that the circuit court correctly concluded that the shares were exempt from registration and that plaintiff failed to carry his burden to show that the affirmative matter was unfounded or required resolution of an essential element of material fact. The appellate court further observed that plaintiff lacked standing due to the lack of an available remedy. (LAMPKIN and D.B. WALKER, concurring)
Illinois Appellate Court
Civil Court
Securities Act