Also known as: publicly held corporations · publicly-held corporation · publicly-held corporations · public company · publicly traded corporation
Written by attorneys · grounded in primary & secondary sources — see below
A corporation whose shares are widely held by public investors and often traded on a national securities exchange.
Federal Insurance, a nongovernmental corporation indicted for fraud in district court, files a disclosure statement listing the mutual funds that own more than ten percent of its shares. The statement omits any parent or other publicly held corporation connected to those funds. The government moves to compel supplementation because the presiding judge holds an interest in an investment company tied to one fund.
Chicago Rivet, a publicly held Illinois corporation with shareholders across the country, receives a tender offer from MITE Corp. MITE challenges the constitutionality of the Illinois takeover statute that regulates the offer. The Court examines whether the state law improperly burdens interstate commerce in securities of a publicly held target.
Select any source to read its text and confirm it supports the definition.
Chris-Craft, a publicly held corporation, launches a tender offer for Piper Aircraft stock. After losing the bid, Chris-Craft sues the successful bidder and the target for alleged violations of the Williams Act. The Court considers whether a defeated tender offeror has an implied private right of action under the statute designed to protect investors in publicly held companies.
Texas Gulf Sulphur, a publicly held mining company, discovers a major mineral deposit. Corporate insiders purchase shares on the open market before the news becomes public. The SEC brings an enforcement action alleging that the purchases violated Rule 10b-5 duties owed to investors in the publicly traded stock.
Free Enterprise Fund, an accounting firm that audits publicly held corporations, challenges the constitutionality of the Public Company Accounting Oversight Board. The firm argues that the Board’s structure violates separation of powers because its members are insulated from presidential removal. The Court examines whether the Board’s design improperly limits executive control over officers who regulate auditors of public companies.
Shareholders of a publicly held savings and loan association sue the controlling shareholders for alleged breaches of fiduciary duty in a reorganization. The plaintiffs claim the transaction unfairly diluted their interests. The court considers whether the publicly traded nature of the corporation affects the availability of equitable remedies for minority owners.
The rule requires the defendant to identify any parent corporation and any publicly held corporation that owns ten percent or more of its stock, or to state that no such corporation exists. The disclosure assists the court in identifying potential conflicts requiring recusal.
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The rule text addresses only direct ownership by parent corporations and publicly held corporations owning ten percent or more of the party’s own stock. Courts applying the plain language have declined to require tracing through layered investment vehicles unless the rule expressly imposes that duty.
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Rule 12.4(b) requires prompt filing of supplemental statements whenever the required information changes. A thirty-day delay after discovery of additional ownership information may be deemed untimely if the court finds the initial statement was incomplete from the outset.
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…of [a] severe constitutional problem . . . is the lack of historical precedent” for Congress’s action. Free Enterprise Fund v. Public Company Accounting Oversight Bd. , 561 U. S. 477, 505 (2010) (internal quotation marks omitted). At the very least, we should “pause to consider the implications of the Government’s arguments” when…