October Term 2000 · Docket 00-347
Does a stock option count as a security under federal fraud law?
Wharf Holdings and United International Holdings dispute whether a stock option qualifies as a security under the Securities Exchange Act of 1934.
Verified source milestones
- — An official oral-argument transcript was verified.
The arguments, in order
This case may have been argued more than once. Each entry below uses that session's official transcript. Later arguments do not erase earlier ones.
Argument 1 ·
What happened at the argument
Paul Dodyk argued that Wharf Holdings did not misrepresent its intent to sell stock.
Dodyk stated that this issue does not concern the 1934 Act.
Michael Roberts argued that misrepresenting intent to permit option exercise violates Section 10(b).
Roberts claimed that the text of Section 10(b) prohibits deceptive devices in connection with options.
Read the official transcript for this argument · Official argument details
Sources used for this argument breakdown
- Official Supreme Court Transcript — file page 24, lines 33-1 — Transcript, file page 24, lines 33-1
- Official Supreme Court Transcript — file page 3, lines 17-58 — Transcript, file page 3, lines 17-58
- Official Supreme Court Transcript — file page 3, lines 5-15 — Transcript, file page 3, lines 5-15
- Official Supreme Court Transcript — file page 40, lines 33-47 — Transcript, file page 40, lines 33-47
- Official Supreme Court Transcript — file page 48, lines 45-45 — Transcript, file page 48, lines 45-45
A citizen's guide to the whole case
What this case is about
Wharf Holdings argues that misrepresenting intent to sell stock does not violate the 1934 Act. United International Holdings contends that a stock option is a security. The Court must decide if Section 10(b) covers options.
Official sources for this section
- Official Supreme Court Transcript — file page 24, lines 33-1 — Transcript, file page 24, lines 33-1
- Official Supreme Court Transcript — file page 3, lines 17-58 — Transcript, file page 3, lines 17-58
- Official Supreme Court Transcript — file page 40, lines 33-47 — Transcript, file page 40, lines 33-47
How the case got here
The Supreme Court heard oral argument in this case on March 21, 2001.
Official sources for this section
- Official Supreme Court Transcript — file page 3, lines 5-15 — Transcript, file page 3, lines 5-15
What each side wants
Wharf Holdings wants the Court to rule that a stock option is not a security under the 1934 Act.
United International Holdings wants the Court to rule that a stock option is a security under the 1934 Act.
Official sources for this section
- Official Supreme Court Transcript — file page 24, lines 33-1 — Transcript, file page 24, lines 33-1
- Official Supreme Court Transcript — file page 3, lines 17-58 — Transcript, file page 3, lines 17-58
- Official Supreme Court Transcript — file page 40, lines 33-47 — Transcript, file page 40, lines 33-47
What each side says
Wharf Holdings argues that misrepresenting intent to sell stock does not violate the 1934 Act.
United International Holdings argues that a stock option is a security under Section 10(b).
Official sources for this section
- Official Supreme Court Transcript — file page 24, lines 33-1 — Transcript, file page 24, lines 33-1
- Official Supreme Court Transcript — file page 3, lines 17-58 — Transcript, file page 3, lines 17-58
- Official Supreme Court Transcript — file page 40, lines 33-47 — Transcript, file page 40, lines 33-47
What the justices asked
Chief Justice Rehnquist asked whether the seller of an option violates Section 10(b).
Chief Justice Rehnquist asked if the jury found that UIH purchased a security.
Official sources for this section
- Official Supreme Court Transcript — file page 48, lines 45-45 — Transcript, file page 48, lines 45-45
Why it matters
This case defines the scope of federal securities fraud protections. It determines whether investors can sue for misrepresentations involving stock options. The outcome shapes how courts interpret the term security in federal law.
Official sources for this section
- Official Supreme Court Transcript — file page 24, lines 33-1 — Transcript, file page 24, lines 33-1
- Official Supreme Court Transcript — file page 3, lines 17-58 — Transcript, file page 3, lines 17-58
- Official Supreme Court Transcript — file page 40, lines 33-47 — Transcript, file page 40, lines 33-47
What happens next
This article currently covers the argument record. Use the official docket link for later case activity.
Official sources for this section
- Official Supreme Court Transcript — file page 3, lines 5-15 — Transcript, file page 3, lines 5-15
- Official Supreme Court Transcript — file page 48, lines 45-45 — Transcript, file page 48, lines 45-45
Official Court provenance
Official docket and case history · Official Supreme Court oral-argument detail page
Title and summary sources
- Official Supreme Court Transcript — file page 24, lines 33-1 — Transcript, file page 24, lines 33-1
- Official Supreme Court Transcript — file page 3, lines 17-58 — Transcript, file page 3, lines 17-58
- Official Supreme Court Transcript — file page 40, lines 33-47 — Transcript, file page 40, lines 33-47
- Official Supreme Court Transcript — file page 24, lines 33-1 — Transcript, file page 24, lines 33-1
- Official Supreme Court Transcript — file page 3, lines 17-58 — Transcript, file page 3, lines 17-58
- Official Supreme Court Transcript — file page 40, lines 33-47 — Transcript, file page 40, lines 33-47
Revision history
- Revision 1 · Official Transcript ·
Correction: Rewritten to the concise citizen-facing editorial standard.
- Revision 2 · Official Transcript ·
Correction: Migrated to the dated official Court activity contract without model use.