OPINION ANNOUNCING THE JUDGMENT OF THE COURT
GIBBONS, Circuit Judge.
Pittsburgh Terminal Corporation, Monroe Guttmann, Loretta Guttmann, Evelyn Bitt-ner and Janet Rees (the Bondholders), holders, prior to December 13,1977, of convertible debentures issued by The Baltimore and Ohio Railroad Company (B & 0), appeal from a final judgment dismissing their complaint, which charged that a dividend by the B & 0 on that date of stock of Mid-Allegheny Corporation (MAC) to B & 0 stockholders of record on that date violated the federal securities laws and the laws of several states. The defendants are B & 0, a Maryland corporation, The Chesapeake & Ohio Railway Company (C & 0), a Virginia corporation which on December 13, 1977, owned more than 99% of B & O’s common stock, Chessie System, Inc. (Chessie), a Virginia corporation which is a holding company for C & 0 and its subsidiaries, and fourteen present or former directors of B & O. The convertible debentures owned by the Bondholders are B & 0 Series A, dated January 1, 1956 and maturing January 1, 2010, paying interest at 4.5%, and convertible at any time before maturity into 10 shares of B & 0 common stock for each $1000 of face value. The action of which the Bondholders complain is the action of the defendants in fixing December 13,1977, as both the date of declaration of, and the record date for participation in, the in kind dividend of MAC stock to B & O common stockholders. That action deprived debenture holders of the opportunity to convert before the record date and thereby participate in the dividend. The District Court held that it violated no legally protected rights of the debenture holders.1 We reverse.
[936]*936I.
B&O owns and operates a railroad regulated by the Interstate Commerce Commission (ICC). Prior to the transactions giving rise to this lawsuit, B&O also owned substantial non-rail assets such as real estate, timber and mineral reserves. At one time both its common stock and its debentures were traded on the New York Stock Exchange (NYSE). When C & 0 acquired 99.63% of B & O’s common stock, trading in that security ceased and it was delisted, although 13 individuals still held some shares. The NYSE listing of B & O’s convertible debentures continued. No dividends were paid on the B&O common stock after 1961. Thus the holders of convertible debentures had no particular incentive to exercise the conversion privilege unless the no dividend policy were to change.
Because the regulations of the ICC prohibited a railroad corporation from engaging in non-rail business, B & O’s and C & O’s assets not used in rail transportation remained undeveloped. Beginning in 1973 when Chessie was formed, C & 0 began segregating its non-rail assets in a separate corporation, Chessie Resources, Inc., so that they could be developed free of constraints imposed by the ICC. The Chessie management desired to accomplish the same result with respect to B & O’s non-rail assets. To that end, in January of 1977, the Chessie Corporation Restructuring Committee settled on a plan whereby the B&O would transfer those assets to MAC, a wholly owned B&O subsidiary, and then distribute the MAC stock as a dividend to B & O’s fourteen common stockholders.
If, prior to the dividend in MAC stock, the number of B & 0 common stockholders were to increase substantially, B&O might have had to file a registration statement for MAC with the Securities and Exchange Commission (SEC). 15 U.S.C. § 77f (1976). There were practical difficulties with the preparation of a registration statement, especially that of placing a value on B & O’s non-rail assets. But if notice of the MAC transaction had been given to the convertible debenture holders prior to the record date of the in kind dividend, many of them might have elected to convert. Thus the Restructuring Committee concluded that the MAC transaction should be structured in such a way that the convertible debenture holders would not have such notice until after the record date. This, it was thought, would permit counsel for B & 0 to obtain from the SEC a no-action letter with respect to registration of the MAC stock.
At the time the MAC transaction was under consideration, B&O had outstanding bond obligations under three trust indentures. One of these, a Convertible Income Bond Debenture, contained a provision requiring B & 0 to pay into a surplus income sinking fund an amount equal to any dividend. A second, the Refunding and General Mortgage Indenture, required that ar-rearages in the sinking funds had to be made up before a dividend could be paid. It was these provisions which had prevented B&O from paying dividends since 1961. The third Indenture was that governing the convertible debentures held by the Bondholders. . In order to facilitate the dividend in MAC stock, B&O called for redemption the Convertible Income Bonds, and discharged the sinking fund arrearages on the Refunding and General Mortgage Indenture by paying the sinking funds approximately $7,000,000. These steps were accomplished by the summer of 1977. The Restructuring Committee then turned to the Indenture for the convertible debentures.
The convertible debentures also contained a redemption feature which in 1977 called for payment of a premium of 2.5% of their face amount. (344a). B&O did not elect to redeem. Conversion privilege features of the indenture oblige B & O to reserve sufficient common stock and to adjust for changes in par value. (350a). Conversion rights to the bondholders are protected in the event of merger or sale. (354a). Article V, section 12 of the Indenture provides:
SECTION 12. The Company covenants and agrees that it will not declare and/or pay any dividend on its common stock payable in stock or create any rights to [937]*937subscribe for stock or securities convertible into stock unless in any such case notice of the taking of a record date for the determination of the stockholders entitled to receive such dividend, distribution or right is given at least ten days prior thereto by at least one publication in an Authorized Newspaper. A copy of each such published notice shall promptly after such publication be filed with the Trustee.
(357a). When the convertible debentures were issued in 1956, B&O entered into a listing agreement with the NYSE relating to them, which incorporated by reference B & 0’s earlier listing agreements. Listing Agreement A-12653 for an earlier bond issue, incorporated by reference in that for the 1956 convertible debenture issue, provides:
4. The Corporation will give the Exchange at least ten days’ notice in advance of the closing of the transfer books, or of the taking of a record of its stockholders for any purpose.
5. The Corporation will publish promptly to the holders of any of its securities listed on the Exchange any action taken by the Corporation with respect to dividends or to the allotment of rights to subscribe or to any rights or benefits pertaining to the ownership of its securities listed on the Exchange; and shall give prompt notice to the Exchange of any such action; and shall afford the holders of its securities listed on the Exchange a proper period within which to record their interests and to exercise their rights; and shall issue all such rights in form approved by the Exchange and will make the same transferable, payable and deliverable in the Borough of Manhattan, in the City of New York.
(455a). In addition to the Listing Agreements, the B & 0 is bound by the Rules of the NYSE. Section A-2 of its Manual, “Timely Disclosure,” provides:
A corporation whose securities are listed on the New York Stock Exchange, Inc., is expected to release to the public any news or information which might reasonably be expected to materially affect the market for those securities. This is one of the most important and fundamental purposes of the listing agreement which each corporation enters into with the exchange.
509 F.Supp. at 1008.
In November of 1977, by which time impediments to the payment of dividends on B & O stock in the Convertible Income Bond Debenture and the Refunding and General Mortgage Indenture had been removed, plaintiff Monroe Guttmann wrote to the Secretary of B & 0:
As one of the very few public owners of B & O common stock, we are concerned that we may not be made aware of any dividend the directors declare on the common stock in sufficient time to convert any of our convertible debentures.
Although it may not be customary to do so in view of the fact that declaration of a dividend may not be widely publicized, if publicized at all, we ask that you notify us promptly of any such dividend declaration so that we will have an opportunity to convert debentures in time to receive such dividend if we choose to do so.
Will you please let me know what provisions there are in the by-laws of the company that govern the time which must elapse between the declaration of a dividend, the record date and the payable date.
(311a). To this pointed inquiry the Secretary, on November 17, 1977, replied:
Thank you for your letter of November 11. We appreciate your concern as a holder of B&O Convertible Debentures as to whether B&O would fail to disclose the declaration of a dividend in its common stock.
You may be assured that if B&O should have any information to announce regarding dividend action on B&O stock, such information will be disseminated promptly to the public at large. Because we cannot prefer you over the public at large advance advice cannot be sent to [938]*938you, but I will make sure that you get a copy of such press release. We are not in a position to help you with respect to your decision whether or not to convert.
There is no by-law provision relating to the timing of the declaration, record, and payment dates.
(312a). By the time of Guttmann’s inquiry and the Secretary’s reply, the Restructuring Committee’s plan to structure the MAC transaction so as to avoid timely notice to the convertible bondholders was well advanced.
Four in-house attorneys employed by B & 0 or C & 0, one of whom was Chairman of the Restructuring Committee, examined the 1956 indenture and the New York Stock Exchange listing agreements. They concluded that the indenture required notice of stock dividends in B & 0 stock, but not of distributions of stock of subsidiaries. They concluded that that provision in the New York Stock Exchange listing agreement was inapplicable because it requires 10 days notice only with regard to dividends declared on listed stocks, and B & 0 common stock had been delisted. They concluded that under Maryland law, absent any action by the directors, the payment date of a dividend could be the same as the declaration date. The Restructuring Committee determined, therefore, to avoid giving notice to the convertible debenture holders. Their purpose in doing so was to prevent conversions which might require filing a registration statement for MAC stock.
The General Counsel of B & 0 retained the law firm of Hunton & Williams of Richmond, Virginia, to submit to the SEC a request for a no-action letter with respect to B & O’s distribution of MAC shares. Prior to the time Hunton & Williams wrote to the SEC, the B & 0 Board of Directors met and adopted two resolutions. In the first resolution the Board authorized B & O’s officers to convey a list of non-rail assets to MAC as a contribution to its capital. (409a). In the second, the Board resolved to distribute the MAC stock as a dividend to B & 0 shareholders. That resolution provides in part:
RESOLVED, that the dividend on the Common Stock as specified in the next preceding resolution be payable on this date to shareholders of record at the close of business on this date; provided, however, that such payment shall be made by depositing such stock of Mid Allegheny Corporation with Mercantile Safe Deposit and Trust Company of Baltimore, Maryland, in trust,, to be delivered to such shareholders of this Company on the earlier of the following dates, viz.: two days following the receipt of a letter from the Securities and Exchange Commission that it will take no action if the stock of Mid Allegheny Corporation is distributed to this Company’s shareholders without registration under the provisions of the Securities Act of 1933; or two days following the date of an effective registration statement with respect to the stock of Mid Allegheny Corporation.
(417a). Thus actual delivery of the MAC stock certificates to shareholders was made contingent upon the obtaining of a no-action letter or the filing of a registration statement. It seems clear from the wording of the resolution that B & 0 intended to file a registration statement if it could not obtain a no-action letter, for the dividend declaration is unconditional.
Three days after B & O’s dividend action, Hunton & Williams sent a request for a no-action letter to the SEC. (908a). That firm’s December 16 letter to the Commission requested a no-aetion letter only with respect to a distribution of MAC stock to C & O and 13 individual B & O stockholders. It made no mention of the rights of convertible debenture holders. In its request Hunton & Williams opined that the distribution of MAC shares by B & O was not a sale within the meaning of section 2(3) of the Securities Act of 1933, 15 U.S.C. § 77b(3). Alternatively the firm suggested that if a sale were involved, the transaction was exempt under 17 C.F.R. § 230.240 (1981). That SEC rule, issued pursuant to section 3(b), 15 U.S.C. § 77c(b), exempts from registration certain securities of an issuer to fewer than 100 persons, provided [939]*939that restrictions on transferability are leg-ended on the certificates. The no-action letter was not immediately forthcoming from the SEC, and on January 18, 1978, Hunton & Williams withdrew its reliance on 17 C.F.R. § 230.240. (914a). Another written request was filed on June 29, 1979, relying solely on the contention that the dividend in MAC stock was not a sale. (915a). In September of 1979, long after the commencement of this lawsuit, the SEC issued a no-action letter “provided that MAC shares distributed to persons other than C & 0 are restricted as to transfer.” The SEC letter noted that the District Court had by then entered an order that the defendants must hold at least 940 shares of MAC for tender to the convertible debenture holders if they prevailed. (919a).
II.
The first of these consolidated actions was commenced by Pittsburgh Terminal Corporation on December 28, 1977, and the others soon followed. On March 7,1978 the District Court issued a preliminary injunction restraining the defendants from proceeding with the dividend in MAC stock.2 Defendants appealed from that order, and when they agreed to hold sufficient shares of B & 0 and MAC stock to satisfy the claims of the convertible debenture holders, should they prevail, this court reversed that injunction.3 The Bondholders sought class action certification, which was denied as a result of an agreement between B & O and the Trustee under the 1956 indenture that should plaintiffs prevail, all debenture holders similarly situated will be accorded the treatment required by any judgment in plaintiffs’ favor.4 Motions for summary judgment in favor of the defendants were denied.5 Thus the consolidated cases went to trial on amended complaints challenging the December 13,1977 actions of the B & 0 Board of Directors. The complaints alleged that those actions violated section 10(b) of the Securities and Exchange Act, 15 U.S.C. § 78j(b), the contractual rights of the convertible debenture holders under the provisions of the Indenture, their rights as third party beneficiaries of the NYSE listing agreements, the obligations of B & O under the rules of the NYSE, and the fiduciary duties of directors and of majority stockholders under Maryland law. The District Court, over defendants’ objection, held that the convertible debenture holders had standing to make these claims, but rejected each of them. The court held that there was an insufficient showing of scienter for a section 10(b) violation; that section 6 of the Securities and Exchange Act of 1934,15 U.S.C. § 78f, does not permit private enforcement of the NYSE rules; that the listing agreements confer no rights on any party other than the NYSE; that the indenture does not require notice of a dividend in stock of a subsidiary; and that the December 13, 1977 MAC transactions were entirely legal under Maryland law.6 Without ruling definitively, the court also expressed doubts about what relief would be proper assuming liability had been established.
III.
A. Purchase or Sale
Section 10(b) prohibits the use of manipulative or deceptive devices or contrivances “in connection with the purchase or sale of any security.” The District Court held that a contract to obtain common stock in exchange for the surrender of a convertible debenture is a contract for purchase or sale of a security, and thus that the debenture holders could sue. Defendants chal[940]*940lenge that holding. They place principal reliance upon Blue Chip Stamps v. Manor Drug Stores, 421 U.S. 723, 95 S.Ct. 1917, 44 L.Ed.2d 539 (1975). That case approved the earlier holding in Birnbaum v. Newport Steel Corp., 193 F.2d 461 (2d Cir.), cert, denied, 343 U.S. 956, 72 S.Ct. 1051, 96 L.Ed. 1356 (1952), that only purchasers and sellers of securities could bring a private damage action under Section 10(b). While Blue Chip Stamps v. Manor Drug Stores holds that mere offerees may not sue under Section 10(b), the opinion of the Court carefully distinguishes the case of persons holding actual contractual rights to buy and sell securities. 421 U.S. at 749-50, 95 S.Ct. at 1931-1932. There is no indication that the Court intended to cast any doubt on the settled rule that a contract to buy or sell securities is a purchase or sale within the meaning of section 10(b), and that a party to such a contract has standing to sue for damages.7 The indication is quite the contrary, for the Court observed:
Unlike respondent, which had no contractual right or duty to purchase Blue Chip’s securities, the holders of puts, calls, options and other contractual rights or duties to purchase or sell securities have been recognized as “purchasers” or “sellers” of securities for purposes of Rule 10b-5, not because of a judicial conclusion that they were similarly situated to “purchasers” or “sellers,” but because the definitional provisions of the 1934 Act themselves grant them such status.
421 U.S. at 751, 95 S.Ct. at 1932.
Since we hold that the conversion option in a convertible debenture qualifies as a contract for the purchase or sale of a security, we need not reach the plaintiffs’ alternative contention that the MAC dividend is a purchase or sale which would satisfy Section 10(b). See International Controls Corp. v. Vesco, 490 F.2d 1334, 1345 (2d Cir.), cert, denied, 417 U.S. 932, 94 S.Ct. 2644, 41 L.Ed.2d 236 (1974) (a dividend in kind of shares of a spun off corporation qualifies as a sale of securities).
B. Duty to Speak
The Bondholders contend that by fixing the dividend date and the record date of the MAC dividend so as to prevent them from exercising their conversion option in time to participate in that dividend, the defendants violated section 10(b) and SEC Rule 10b-5(a) and (c), 17 C.F.R. 240.10b-5(a) and (c) (1981). It is undisputed that the defendants made a knowing decision to time the December 13, 1977 transactions so as to prevent the Bondholders from obtaining timely notice of them. Defendants contend that the decision was lawful because they made no affirmative misrepresentation and because they were under no affirmative obligation to speak.
In Chiarella v. United States, 445 U.S. 222, 228, 100 S.Ct. 1108, 1114, 63 L.Ed.2d 348 (1980), the Court observed that “one who fails to disclose material information prior to the consummation of a transaction commits fraud only when he is under a duty to do so.” It held that a printer, who had no fiduciary obligation to a corporation or its shareholders, and who did not receive information as a result of the breach of any fiduciary relationship, could not be liable for a criminal violation of section 10(b). “He was not [the sellers’] agent, he was not a fiduciary, he was not a person in whom the sellers had placed their trust and confidence.” 445 U.S. at 232, 100 S.Ct. at 1116. The defendants contend that Chiarella requires an affirmance, because like the printer who happened upon material mar[941]*941ket information, none of them had a duty to speak.
To put that contention in context, we note that the Bondholders were on December 13,1977, holders of options to acquire B & 0 equity securities, while C & 0 was a majority holder of those securities having voting control of B & O. The convertible debentures were listed on the NYSE, and the listing agreement applicable to them imposed on B & 0 the affirmative duties (a) to give ten days notice to the Exchange of a record date for a dividend, and (b) to “afford the holders of its securities listed on the Exchange a proper period within which to record their interests and exercise their rights.” These requirements of the listing agreement parallel those in SEC Rule 10b-17, which provides:
(a) It shall constitute a “manipulative or deceptive device or contrivance” as used in section 10(b) of the Act for any issuer of a class of securities ... to fail to give notice in accordance with paragraph (b) of this section of the following actions relating to such class of securities:
(1) A dividend or other distribution in cash or in kind, except an ordinary interest payment on a debt security, but including a dividend or distribution of any security of the same or another issuer;
17 C.F.R. § 240.10b-17 (1981). B & 0 is the issuer of the convertible debentures, the MAC distribution is a dividend of a security, and that dividend related to the convertible debentures since it was material to a decision about exercising the conversion option. The convertible debentures were not simple debt securities, for which the information about dividends ordinarily would not be material.
Whatever may be the fiduciary duty of majority stockholders and corporate directors under Maryland law to general unsecured creditors, we are here dealing with securities having an equity option feature. Maryland follows the settled rule that a control stockholder owes a fiduciary obligation not to exercise that control to the disadvantage of minority equity participants. Cooperative Milk Service v. Hepner, 198 Md. 104, 81 A.2d 219, 224 (1951). Similarly, Maryland directors must act as fiduciaries to all equity participants. Coffman v. Maryland Pub. Co., 167 Md. 275,173 A. 248, 254 (1934); Lawson v. Baltimore Paint and Chemical Corp., 347 F.Supp. 967, 975 (D.Md. 1972). Although no Maryland case has been called to our attention presenting the precise issue of fiduciary obligations to holders of securities containing stock options, we would be very much surprised if Maryland or any other state would today hold that no such obligations were owed by an issuer of such securities and its directors. Moreover the scope of the obligation of the fiduciary depends upon the nature of the interest of the beneficiary. If the beneficiary of a fiduciary duty needs information in order intelligently to protect that interest, the withholding of it, especially when withholding it confers advantage upon others (in this case C & O and Chessie), is an obvious breach of duty.
The 1956 Indenture under which B & 0 borrowed the sums evidenced by the convertible debentures was made in New York and the loan transaction completed there, B & O’s obligation, therefore, is a New York contract. The law of that state is “that in every contract there is an implied covenant that neither party shall do anything which will have the effect of destroying or injuring the right of the other party to receive the fruits of the contract.... ” Kirke La Shelle Co. v. Paul Armstrong Co., 263 N.Y. 79, 87, 188 N.E. 163, 167 (1933). See Van Gemert v. Boeing Co., 553 F.2d 812, 815 (2d Cir. 1977); Restatement (Second) of Contracts § 205 (1981). Defendants in this case took steps to prevent the Bondholders from receiving information which they needed in order to receive the fruits of their conversion option should they choose to exercise it. As a matter of New York contract law, B & 0 had a duty to speak.
In the present context we do not look to the listing agreement. Rule 10b-17, the Maryland law of fiduciary obligations, and the New York law of contracts, as sources [942]*942of independent causes of action, though they well may be. Rather we look to them as sources of a duty to speak, breach of which under section 10(b) and Rule 10b-5(a) and (c) gives rise to a cause of action for fraud. Those four independent sources of duty to speak in the circumstances of this case amply serve, separately or collectively, to distinguish it from Chiarella v. United States, supra. We need not consider other sources of such duty relied on by the Bondholders.
C. Scienter
The defendants urge that even if they were under a duty to speak, their decision not to do so in this instance did not involve the scienter required by the Supreme Court’s interpretation of section 10(b). The District Court, relying on Ernst & Ernst v. Hochfelder, 425 U.S. 185, 96 S.Ct. 1375, 47 L.Ed.2d 668 (1976), accepted this argument. It found that there was a legitimate business purpose in removing the non-rail assets from ownership and control of B & O.8 That finding is not relevant, however, for what is complained of is not the formation of MAC or the decision to spin it off, but the decision to do both while concealing those steps from the Bondholders until it was too late for them to participate by exercising conversion rights if they chose to do so.
,In this record, and indeed in the court’s findings of fact, it is plain that the Restructuring Committee and B & O’s Directors knew (1) that the information about the dividend in MAC shares, or information about any other dividend action after a lapse of sixteen years, was material to the Bondholders; (2) that cutting off conversion options would inure to the benefit of C & 0, the majority stockholder; and (3) that the decision not to announce the dividend was intended to prevent timely exercise of the conversion privilege. The decision to time the MAC transaction so as to prevent notice to the Bondholders until too late was both knowing and intentional. No more is required by the governing cases. Aaron v. Securities and Exchange Commission, 446 U.S. 680, 690, 100 S.Ct. 1945, 1952, 64 L.Ed.2d 611 (1980); Ernst & Ernst v. Hoch-felder, 425 U.S. 185,197, 96 S.Ct. 1375,1382, 47 L.Ed.2d 668 (1976); Cramer v. General Telephone & Electronics Corp., 582 F.2d 259, 273 (3d Cir. 1978), cert, denied, 439 U.S. 1129, 99 S.Ct. 1048, 59 L.Ed.2d 90 (1979). Cf. McLean v. Alexander, 599 F.2d 1190, 1197 (3d Cir. 1979).
The defendants insist that despite their intention to prevent timely exercise of conversion rights prior to the MAC dividend, they lacked the necessary scienter as a matter of law for two reasons. First, they contend, they had a valid business purpose in cutting off conversion rights in that they desired to avoid having to file a registration statement for MAC stock. This is a business reason, certainly, but not a valid one. Of course, the removal of non-rail assets from the reach of the conversion privilege, and the avoidance of the expense of preparing and filing a registration statement, was good business for some of the interested parties. Clearly, however, it was bad business for the Bondholders. Any manipulative act or practice can be justified by focusing only on the business purpose of the side of the transaction which benefited from it.
Defendants’ second contention is that their reliance on the advice of counsel employed by B & O and C & O is a complete defense. In this case it is not. A violation of section 10(b) does not require a specific intention to break the law. It requires only knowing or intentional actions which, objectively examined, amount to a violation. See Securities and Exchange Commission v. Falstaff Brewing Corp., 629 F.2d 62, 77 (D.C.Cir.), cert, denied sub nom. Kalmanovitz v. Securities and Exchange Commission, 449 U.S. 1012, 101 S.Ct. 569, 66 L.Ed.2d 471 (1980); Arthur Lipper Corp. v. Securities and Exchange Commission, 547 F.2d 171, 181 (2d Cir. 1976), cert, denied, 434 U.S; 1009, 98 S.Ct. 719, 54 L.Ed.2d 752 (1978). Advice of counsel may bear upon [943]*943scienter in some cases: where, for example, directors rely upon counsel to conduct a factual investigation of the truth of information to be released; or where counsel mistakenly but in good faith represent that some information is either immaterial or clear. In such instances the defendants may not have an appreciation of the consequences of their conduct. But where, as here, they know the materiality of the concealed information and intend the consequences of concealment, advice of counsel that they will not incur liability cannot be recognized as a defense. The court, not counsel, must make that ultimate legal determination.
On the facts as found, therefore, the District Court erred in ruling that the defendants lacked the scienter required for a section 10(b) violation.
We hold, therefore, that on the facts found by the District Court, the December 13,1977 transaction, designed to deprive the Bondholders of timely notice in order to exercise their conversion option if they should so desire was a manipulative or deceptive device or contrivance in violation of section 10(b).9
IV.
Our holding in Part III requires a reversal. The Bondholders also contend that they proved a breach of the Indenture, a claim as a third party beneficiary for breach of the listing agreement and breaches of fiduciary duty under Maryland law. ■ In the District Court they pleaded, as well, a cause of action under section 6 of the Securities and Exchange Act of 1934, 15 U.S.C. § 78f, for violation of the NYSE rules. They do not suggest, however, that the relief available under section 10(b) is less extensive than would be available under these alternative legal theories. Since it appears that no different remedies would be available were we to decide in the Bondholders’ favor on those alternative legal theories, there is no reason to address them.
V.
As a separate ground for affirmance, the defendants urge that the Bondholders failed to prove damages and have not to date exercised their conversion option. Obviously the Bondholders could not be expected to exercise a conversion option until they knew whether or not they were entitled to participate in the distribution of MAC stock. As to the speculative nature of the award of money damages, the difficulty arises out of B & O’s conscious choice to avoid making an evaluation of the B & 0 assets transferred to MAC as a contribution to capital. The District Court speculated that devising an appropriate remedy might be difficult. So it may be, but the Bondholders were the victims of a section 10(b) violation, and they are entitled to be heard about what the remedy should be. Since the District Court did not rule on the matter of relief, nothing is before us on that aspect of the case which we can intelligently review. A remand is required so that the trial court can fashion an appropriate remedy for the violation we have found.
VI.
Except for the judgment in favor of Milton D. Eisenhower, the judgment in favor of the defendants will be reversed, and the case remanded for a determination of appropriate relief.