FEDERALCourt of Appeals for the First Circuit
1990

Fed. Sec. L. Rep. P 95,389 Irving A. Backman v. Polaroid Corporation, Irving A. Backman v. Polaroid Corporation

910 F.2d 10Court of Appeals for the First Circuit • Decided 1990Enforced
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HOLDING

Polaroid shareholders sued claiming the company committed securities fraud by not disclosing that its new Polavision camera was unprofitable and oversold. The court ruled in Polaroid's favor, finding that companies have no legal duty to disclose negative information unless they've made misleading statements. The key lesson: silence about problems is not fraud unless you've already made false claims that need correction.

KEY FINDINGS

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Don't make partial disclosures about a project or product—if you say anything, you must disclose all material facts. Staying silent is safer than selective disclosure.

FULL COURT OPINION