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Legal Memorandum: Assignment under SEC Rule 10b-5

Issue: What are the requirements for assigning claims under Securities and Exchange Commission Rule 10b-5?

Area of Law: Corporate & Securities
Keywords: Requirements for assigning claims; Securities and Exchange Commission Rule 10b-5
Jurisdiction: Federal
Cited Cases: 421 U.S. 723; 757 F. Supp. 1365; 552 F. Supp. 2d 1150; 977 F.2d 946
Cited Statutes: Securities and Exchange Commission Rule 10b-5
Date: 08/01/2010

 

The protection afforded a fiduciary as a result of a judicial accounting is ultimately grounded on the doctrine of claim preclusion or res judicata.  In re Hunter, 4 N.Y.3d 260, 794 N.Y.S.2d 286, 291-92 (2005).  That is, in the context of judicial accountings generally, a decree binds all parties and their privies and is conclusive not only as to all issues which were actively presented and determined, but also to all issues which could have been raised regarding matters raised in the accounting.  Id., 794 N.Y.S.2d at 291-92; In re Estate of Ziegler, 161 Misc. 2d 203, 613 N.Y.S.2d 316, 317 (Sur. Ct. 1994), aff’d, 213 A.D.2d 280 (1st Dept. 1995).   

It is critical to maximum protection of the fiduciary that the fiduciary make a full and accurate disclosure of the matters with respect to which he seeks protection.  That is, only the matters clearly disclosed by the accounting will be deemed encompassed within the decree.  Id. 

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