A person buying or selling or holding shares in a close corporation having, say, half a dozen shareholders may deem himself seriously aggrieved by misrepresentations, half-truths or non-disclosures or by stock sales that dilute his position and yet never pause to consider the prospects for relief that perhaps are offered by the Securities Act of I933,1 hereafter called the Securities Act, or the Securities Exchange Act of I934,2 hereafter called the Exchange Act. His lawyer in all probability has had little occasion to familiarize himself with that legislation. To one who has not followed some of the developments within the past few years, those statutes are thought of as an attempt to deal solely with public issues of securities and the practices of promoters, underwriters, stock brokers and dealers, stock market manipulators, and similar players in the game of high and low finance whose doings affect the stock exchanges or at any rate the investing public. All this legislation, he suspects, has nothing to do with a private fight between John Doe and Richard Roe involving the issue or sale of some shares in the local Doe-Roe, Inc., which owns and operates a department store on Main Street. Well, he may eventually turn out to be right. The Supreme Court has not spoken yet on the reach of federal law into this close corporation area and the extent of that reach is not beyond controversy. Meanwhile, the doctrines that the lower federal courts have been developing cannot be overlooked. To illustrate: The Slavins (two brothers) owned one-half of the stock of two affiliated corporations. The Kardons (father and son) owned the other half. The Slavins, unknown to the Kardons, made a deal to sell the corporate properties to certain outside intelests for $1,500,000, plus certain additional benefits. Then, without disclosing this deal, the Slavins bought out the Kardons for $504,000. When the Kardons found this out, they brought this action in the federal court against the Slavins, alleging these facts as violations of the Exchange Act, Section Io(b), and of the SEC Rule under that Act, Rule X-IoB-5, to make the Slavins account for the profits made by them through the sale of those corporate assets.3 The Kardons were successful, both