McCann v. Hy-Vee, Inc.

Plaintiff and her husband divorced in 2002. He was an executive of defendant, a closely held corporation, a supermarket chain. The divorce decree transferred to wife some of his stock "until such time as [he] is first able to sell" them. He was to pay alimony until 2012 unless he sold the shares sooner and forwarded proceeds to wife. Wife claims that defendant's financial officer told her falsely that husband's shares could be sold only if he died, ceased to be employed by defendant, or ceased being employed in a position that entitled him to buy company stock. She claims she was induced to accept stock in lieu of a cash settlement and to agree that alimony payments would terminate as soon as husband was allowed to sell the stock. Less than two weeks after the earliest day on which husband could stop paying alimony, the company agreed to buy back the shares. The price was $908,000. Wife lost state court litigation and surrendered the shares in exchange $712,000. The district court dismissed, as untimely, wife's suit under the Securities Exchange Act of 1934, 15 U.S.C. 78j(b), and SEC Rule 10b-5. The Seventh Circuit affirmed, finding that any violation occurred with the 2002 misrepresentation, more than five years before suit was filed.