United States Second Circuit

Where a binding conversion cap denies an investor the right to acquire more than 10 percent of the underlying equity securities of an issuer, at any one time, the investor is not, by virtue of his or her ownership of convertible securities, the beneficial owner of more than 10 percent of those equity securities within the meaning of 17 CFR 240.13d-3(a)

Appellate Information

• Argued 12/14/2000
• Decided 08/23/2001
• Published 08/23/2001

Judges

• F.I. PARKER, Circuit Judge:, Before:  FEINBERG, F.I. PARKER, Circuit Judges, and COVELLO, District Judge.

Court

• United States Second Circuit

Counsel

• For Appellant:
  
• Jeffrey S. Abraham, Law Office of Jeffrey S. Abraham, New York, NY, for Appellant., Allan A. Capute, Eric Summergrad, Meyer Eisenberg, David M. Becker, General Counsel, for the Securities and Exchange Commission, Amicus Curiae.


• For Appellees:
  
• Herbert Teitelbaum, Peter Sapanoff, Noah Weissman, Robinson Silverman Pearce Aronsohn & Berman LLP, New York, NY, for Appellee.