Business Adventures: Twelve Classic Tales from the World of Wall Street. Chapter 4. A Reasonable Amount of Time
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以下是内容的中文翻译：
这份记录的第4章详细介绍了内幕交易监管的历史，最终以20世纪60年代具有里程碑意义的德州海湾硫磺（TGS）案达到顶峰。在20世纪之前，内幕交易被广泛接受。像内森·罗斯柴尔德和约翰·雅各布·阿斯特这样的人物通过利用特权信息积累了大量财富，而没有受到法律的制裁。当时普遍的观点是，内部人士有权从他们的知识中获利。
这种自由放任的态度在20世纪初开始改变，公众开始质疑公司内部人士交易自己公司股票的道德问题。《1934年证券交易法》是一个关键的转折点，要求内部人士放弃其自身公司股票的短期利润。1942年实施的规则10b-5进一步禁止在股票交易中进行欺诈或遗漏重要事实的计划。
然而，在接下来的二十年里，规则10b-5很少被执行。仍然有观点认为，内幕交易为高管提供了必要的激励，并促进了交易的顺利进行。美国证券交易委员会（SEC）有意识地避免积极针对华尔街的薄弱环节。
这种情况随着TGS案的发生而改变。1959年，TGS开始在加拿大地盾上进行航空勘测，发现了硫化物矿藏。该公司购买了土地期权，并对其发现保密。1963年11月，对一个有前景的区块（Kid 55）进行的测试钻探显示出高含量的铜和锌。包括霍利克（Hollick）、莫利森（Mollison）和福格蒂（Fogarty）在内的公司高管得到了通知。
随着核心结果的分析和公司秘密收购额外的土地，一些TGS员工及其联系人开始购买公司股票和看涨期权。到1964年3月，TGS已经获得了必要的土地权，以进一步勘探Kid 55。钻探重新开始，证实了最初的有希望的结果。
关于重大发现的传言开始流传，引发了对TGS总部的询问。作为回应，该公司于1964年4月12日发布了一份新闻稿，淡化了钻探结果的重要性。该新闻稿将相关报告描述为夸大且不可靠的，其效果是暂时降低了投资者的热情。
然而，随着钻探的继续和结果证实了一项重大发现，TGS起草了一份新的、乐观的新闻稿，于1964年4月16日发布，宣布发现了大量的锌、铜和银。关于这一重大发现的消息传播不均，北方矿工报（Northern Miner newspaper）比道琼斯新闻社（Dow Jones News Service）更早报道了此事。
在新闻发布会之后，两位董事，科茨（Coates）和拉蒙特（Lamont）采取的行动成为了案件的核心。科茨通知了他的女婿（一位股票经纪人），并为家族信托基金下了订单。拉蒙特通知了摩根担保信托公司（Morgan Guarantee Trust）的一位同事，导致为拿骚医院和养老基金大量购买TGS股票。
美国证券交易委员会（SEC）对TGS和十三名内部人士提起了民事诉讼，指控其非法使用内幕信息和发布具有欺骗性的新闻稿。SEC寻求对受骗投资者的禁令和赔偿。辩方辩称，早期信息具有投机性，并且相关行动是基于对公开信息的善意解释。
法官邦萨尔（Bonsal）最初裁定，重要信息直到4月9日才可用，驳回了对许多被告的指控。他发现克莱顿（Clayton）和克劳福德（Crawford）在得知即将发布公告的情况下于4月15日购买股票有罪。对TGS关于误导性新闻稿的指控也被驳回。SEC提出上诉，导致邦萨尔法官的许多裁决被推翻。上诉法院认为，11月份的钻孔提供了重要证据，牵涉到4月9日之前进行交易的内部人士。4月12日的新闻稿被认为是模棱两可的，科茨被判在4月16日的新闻发布会后行为不当。
TGS案成为内幕交易法的一个里程碑，阐明了信息何时不再是“内部”信息而变成公开信息，并确立了内部人士必须在公开传播信息后的“合理时间”之后才能根据该信息进行交易的原则。此案是SEC的一次重大胜利，标志着更积极地执行内幕交易监管的开始。
Chapter 4 of the transcript details the history of insider trading regulations, culminating in the landmark Texas Gulf Sulphur (TGS) case of the 1960s. Prior to the 20th century, insider trading was widely accepted. Figures like Nathan Rothschild and John Jacob Astor amassed fortunes exploiting privileged information without legal repercussions. The prevailing attitude was that insiders had a right to profit from their knowledge.
This laissez-faire attitude began to change in the early 20th century, with public questioning of the morality of corporate insiders trading on their own companies' shares. The 1934 Securities Exchange Act was a key turning point, requiring insiders to forfeit short-term profits on their own company's stock. Rule 10b5, implemented in 1942, further prohibited schemes to defraud or the omission of material facts in stock trading.
However, for two decades, Rule 10b5 was rarely enforced. Arguments persisted that insider trading provided necessary incentives for executives and facilitated a smooth flow of trading. The SEC consciously refrained from aggressively targeting Wall Street's vulnerable spot.
This changed with the TGS case. In 1959, TGS began aerial surveys over the Canadian Shield, discovering sulfide deposits. The company acquired land options, keeping their findings secret. In November 1963, a test drill on a promising segment, Kid 55, revealed high copper and zinc content. Company executives, including Hollick, Mollison, and Fogarty, were informed.
As the core results were analyzed and the company secretly acquired additional land, some TGS employees and their contacts began purchasing company stock and call options. By March 1964, TGS had secured the necessary land rights to further explore Kid 55. Drilling resumed, confirming the initial promising results.
Rumors of a major discovery began circulating, prompting inquiries to TGS headquarters. In response, the company issued a press release on April 12, 1964, downplaying the significance of the drilling results. The release characterized reports as exaggerated and unreliable, which had the effect of temporarily reducing investor enthusiasm.
However, as drilling continued and results confirmed a major strike, TGS drafted a new, optimistic press release for April 16, 1964, announcing a significant discovery of zinc, copper, and silver. News of this significant discovery spread unevenly, with the Northern Miner newspaper reporting on it before the Dow Jones News Service.
After the press conference, two directors, Coates and Lamont, took actions that became central to the case. Coates informed his son-in-law, a stockbroker, and placed orders for family trusts. Lamont informed a colleague at Morgan Guarantee Trust, leading to a large purchase of TGS stock for Nassau Hospital and pension funds.
The SEC filed a civil complaint against TGS and thirteen insiders, alleging illegal use of inside information and a deceptive press release. The SEC sought injunctions and restitution for defrauded investors. The defense argued that early information was speculative and that actions were based on good-faith interpretations of public information.
Judge Bonsal initially ruled that material information wasn't available until April 9th, dismissing charges against many defendants. He found Clayton and Crawford guilty for purchases made on April 15th with knowledge of the impending announcement. The complaint against TGS regarding the misleading press release was also dismissed. The SEC appealed, leading to a reversal of many of Judge Bonsal's findings. The appeals court found that the November drill hole provided material evidence, implicating insiders who traded before April 9th. The April 12th press release was deemed ambiguous, and Coates was found guilty of acting improperly after the April 16th press conference.
The TGS case became a landmark in insider trading law, clarifying when information ceases to be "inside" and becomes public, and establishing the principle that insiders must wait a "reasonable amount of time" after public dissemination before trading on that information. This case served as a major victory for the SEC, marking the beginning of more vigorous enforcement of insider trading regulations.
中英文字稿 
第4章 合理的时间范围
无论是关于遥远的公共事件、即将到来的商业发展，还是政治人物的健康状况，私密信息一直以来都是交易商和证券市场的宝贵商品。这样的信息价值极高，以至于一些评论家认为，股票交易市场不仅仅是股票的市场，同样也是信息的市场。市场对信息的货币价值常常可以通过它引起的股票价格变化来准确衡量。而这种信息几乎可以像其他商品一样轻松地转换成现金。实际上，当它在交易者之间被用于交换时，信息甚至可以被视为一种货币。
▶ 英文原文 ⏱
Chapter 4 A reasonable amount of time Private information, whether of distant public events, impending business developments, or even the health of political figures, has always been a valuable commodity to traders and securities. So valuable that some commentators have suggested that stock exchanges are markets for such information just as much as for stocks. The money value that a market puts on information is often precisely measurable in terms of the change in stock prices that it brings about. And the information is almost as readily convertible into money as any other commodity. Indeed, to the extent that it is used for barter-between traders, it is a kind of money.
此外，直到最近，对于那些拥有内部消息的人利用这些信息来获取自身利益的行为，几乎没有人表示质疑。内森·罗斯柴尔德通过提前获悉惠灵顿在滑铁卢战役获胜的信息，明智地运用这一消息构建了英国的罗斯柴尔德财富，而没有任何皇家委员会或愤怒的公众对此提出抗议。与此同时，在大西洋的另一边，约翰·雅各布·阿斯特也通过提前得知结束1812年战争的根特条约消息，顺利赚取了一笔财富，同样未受到质疑。
▶ 英文原文 ⏱
Moreover, until quite recently, the propriety of the use of inside dope for their own enrichment by those fortunate enough to possess it went largely unquestioned. Nathan Rothschild's judicious use of advanced news of Wellington's victory at Waterloo was the chief basis of the Rothschild fortune in England, and no royal commission or enraged public rose to protest. Similarly, and almost simultaneously, on this side of the Atlantic, John Jacob Astor made an unchallenged bundle on advanced news of the Ghent Treaty ending the War of 1812.
在美国内战后的时代，当时的投资公众成员通常仍然顺从地接受内幕交易者利用特权信息进行交易的权利，并满足于捡拾他们可能顺便遗落的任何利益。丹尼尔·德鲁是一位经典的内幕交易者，他甚至残忍地不让投资者享受这个安慰，而是故意散布有关其投资计划的误导性备忘录，就像掉下有毒的面包屑那样，并在公众场合做出详尽的解释。十九世纪的大部分美国财富，即使不是直接建立在内幕交易的基础上，也是通过这种行为获得的。如果当时能够有效禁止内幕交易，我们当前的社会和经济秩序将会有多么不同，这成为一个引人入胜但又无解的话题。
▶ 英文原文 ⏱
In the post-Civil War era in the United States, the members of the investing public, such as it was, still docily accepted the right of the insider to trade on its privileged knowledge, and were content to pick up any crumbs that he might drop along the way. Daniel Drew, a vintage insider, cruelly denied them even this consolation, by dropping poison crumbs in the form of misleading memoranda as to his investment plans, which he would elaborately strue in public places. Most nineteenth-century American fortunes were enlarged by, if they were not actually founded on, the practice of insider trading, and just how different our present social and economic order would be if such trading had been effectively forbidden in those days provides a subject for fascinating, if-bootless speculation.
直到1910年，才有人公开质疑公司高管、董事和员工在自己公司股票交易中的道德问题。但直到20世纪20年代，人们才开始普遍认为这样的行为是不可接受的，因为这些人基本上是在利用不公平的优势进行市场交易。到1934年，美国国会才通过立法，旨在恢复公平性。该法案是《证券交易法》，规定公司内部人员必须把其在短期股票交易中获得的利润退还给公司。此外，在1942年实施的一项被称为10B5的规则中，规定任何股票交易者都不得使用任何欺诈计划、作出虚假重要事实陈述或遗漏重要事实。
▶ 英文原文 ⏱
Not until 1910 did anyone publicly question the morality of corporate officers, directors, and employees trading in the shares of their own companies. But until the 1920s, did it come to be widely thought of as outrageous that such persons should be permitted to play the market game with what amounts to a stacked deck? And not until 1934 did Congress pass legislation intended to restore equity. The Legislation, the Securities Exchange Act, requires corporate insiders to forfeit to their corporations any profits they may realize on short-term trades in their own firm stock, and provides further, in a section that was implemented in 1942 by a rule designated as 10B5, that no stock trader may use any scheme to defraud or make any untrue statement of a material fact or omit the state of material fact.
由于未能陈述重要事实是利用内部信息的本质，法律虽然不禁止内部人士购买自己的股票，也不禁止他们在持有股票超过六个月后获得利润，但似乎禁止不公平操作。然而，实际上，直到最近，1942年的规定几乎被视为不存在。证券交易委员会是根据《证券交易法》设立的联邦执法机构，但他们很少引用这一规定，仅在非常明显的案件中引用，而这些案件即使在普通法下也可能被起诉。
▶ 英文原文 ⏱
Since omitting to state material facts is the essence of using inside information, the law, while it does not forbid insiders to buy their own stock, nor to keep the profits provided they hold on to the stock more than six months, would seem to outlaw the stacked deck. In practice, though, until very recently, the 1942 rule was treated almost as if it didn't exist. It was invoked by the Securities and Exchange Commission. The Federal Enforcement Body set up under the Securities Exchange Act only rarely, and in cases so flagrant as to be probably prosecutable even without it under common law.
这段文字的大意是：有一些明显的理由导致了这种松懈的态度。首先，很多人认为，利用公司机密来获利的特权是激励企业高管努力工作的必要因素。而一些权威人士冷静地声称，尽管内部人员在市场的存在可能违背公平竞争的精神，但对于维持交易的平稳有序进行是必不可少的。此外，还有观点认为，大多数股票交易者，无论是否是技术意义上的内部人员，都拥有并隐瞒某种内部信息，或者至少希望和相信自己拥有这些信息。因此，如果公平地执行10b5规则，就会导致华尔街的混乱。
▶ 英文原文 ⏱
And there were apparent reasons for this laxity. For one thing, it has been widely argued that the privilege of cashing in on their corporate secrets is a necessary incentive to business executives to go them to their best efforts, and it is coolly contended by a few authorities that the uninhibited presence of insiders in the market, however offensive to the spirit of fair play, is essential to a smooth orderly flow of trading. Moreover, it is contended that the majority of all stock traders, whether or not they are technically insiders, possess and conceal inside information of one's sword or another, or at least hope and believe that they do, and that therefore, in even handed application of Rule 10b5, would result in nothing less than chaos on Wall Street.
所以，美国证券交易委员会（SEC）让这个规定在规章中安静地躺了二十年，似乎是有意避免打击华尔街的一个最脆弱的地方。然而，在经过几次初步的试探之后，SEC最终还是对其进行了猛烈的打击。涉及此事的诉讼是一桩民事诉讼，被告是德克萨斯湾硫磺公司和十三位该公司的董事或员工。案件于1966年5月9日至6月21日在位于福利广场的美国地方法院审理，全程无陪审团。担任审判的法官达德利·J·邦萨尔在庭审过程中某个时刻曾温和地评论道，我猜我们都同意，到某种程度上，我们在开辟新的领域，也许是在耕犁，也许也是在播种。
▶ 英文原文 ⏱
So in letting the rule rest largely untroubled in the rulebook for twenty years, the SEC seemed to be consciously refraining from hitting Wall Street in one of its most vulnerable spots. But then, after a couple of preliminary jabs, it went for the spot with a vengeance. The lawsuit in which it did so was a civil complaint against the Texas Gulf Sulfur Company, and thirteen men who were directors or employees of that company. It was tried without a jury in the United States District Court in Foley Square on May 9th through June 21st, 1966, and as the presiding judge, Dudley J. Bonsal remarked mildly at one point during the trial, I guess we all agree that we are plowing new ground here to some extent, plowing and perhaps sowing too.
亨利·G·曼恩在他最近的一本名为《内幕交易与股票市场》的书中指出，这个案件几乎以经典的方式展现了内幕交易的整个问题，他表示，这个案件的解决可能会在未来多年内影响该领域的法律。导致美国证券交易委员会采取行动的事件始于1959年3月。当时，得克萨斯湾公司，这是一家总部位于纽约市的公司，是世界上最大的硫磺生产商，开始对加拿大地盾进行空中地球物理勘测。加拿大地盾是加拿大东部的一大片荒凉而令人生畏的区域，尽管遥远但并未被遗忘的过去曾是黄金的丰富产地。得克萨斯湾公司的人员寻找的并不是硫磺或黄金，而是硫化物，即硫与其他有用矿物如锌和铜化学结合形成的矿床。他们希望能发现可开采的这种矿物的矿脉，以便得克萨斯湾公司能够多元化其业务，减少对硫磺的依赖，因为硫磺的市场价格一直在下滑。
▶ 英文原文 ⏱
Henry G. Mann, in a recent book entitled Insider Trading and the Stock Market, says that the case presents in almost classic terms the whole problem of insider trading, and expresses the opinion that its resolution may determine the law in this field for many years to come. The events that led to the SEC's action began in March 1959, when Texas Gulf, a New York City-based company that was the world's leading producer of sulfur, began conducting aerial geophysical surveys over the Canadian Shield, a vast, barren, forbidding area of eastern Canada that in the distant but not forgotten past, had proved to be a fertile source of gold. The Texas Gulf airmen were looking for was neither sulfur nor gold, rather it was sulfides, deposits of sulfur occurring in chemical combination with other useful minerals such as zinc and copper. What they had in mind was discovering mineable veins of such minerals so that Texas Gulf could diversify its activities and be less dependent upon sulfur, the market price of which had been slipping.
在间歇性进行了两年的勘测期间，地质监测飞机上的地球物理仪器时不时会出现异常，指针抖动，显示地下存在导电物质。勘测人员将这些现象所在的区域记录并制作为地图，地球物理学家称这些为“异常现象”。据说发现了数千个异常现象。对于了解情况的人来说，很清楚从一个异常现象到开采出可用矿藏还有很长的路要走，因为虽然大多数硫化物是导电的，但其他许多东西也是导电的，比如石墨、被称作“骗子金”的无价值黄铁矿，甚至是水。然而，德州湾公司的人发现的数百个异常中，被认为值得进一步地面调查的就有好几个，其中一个被特别标记为“Kid 55区段”的地方显得尤为有前景。
▶ 英文原文 ⏱
From time to time, during the two years that the surveys went on intermittently, the geophysical instruments in the scanning planes would behave strangely, their needles jiggling in such a way as to indicate the presence of electrically conductive material in the earth. The areas where such things happened called anomalies by geophysicists were duly logged and mapped by the surveyors. People told several thousand anomalies were found. It's a long way from an anomaly to a workable mine, as must be evident to anyone who knows that while most sulfides are electrically conductive, so are many other things, including graphite, the worthless pyrite called fool's gold, and even water. Nevertheless, several hundred of the anomalies that the Texas Gulf men had found were considered to be worthy of ground investigation, and among the most promising looking of all was one situated at a place designated on their maps as the Kid 55 segment.
穆斯卡格沼泽有一平方英里，面积上几乎没有裸露岩石，且仅有稀疏的树木，位于距离安大略省提蒙斯以北大约十五英里的地方。提蒙斯是一个老金矿镇，本身距离多伦多西北约三百五十英里。由于Kid 55被私人拥有，公司遇到的第一个问题是如何获得其所有权或足够的土地，以便进行实地勘探。一个大公司在一片被认为正在进行采矿勘探的地区购地，显然需要极其谨慎。直到1963年6月，德克萨斯海湾公司才得以取得一个许可，允许其在Kid 55的东北四分之一地块进行钻探。
▶ 英文原文 ⏱
One square mile of Muscag Marsh, lightly wooded in almost a void of outcropping rocks, about fifteen miles north of Timmons, Ontario, an old gold mining town that is itself some three hundred and fifty miles northwest of Toronto. Since Kid 55 was privately owned, the company's first problem was to get title to it, or to enough of it to make possible exploratory ground operations. For a large company to acquire land in an area where it is known to be engaged in mining exploration, obviously involves delicacy in the extreme, and it was not until June 1963 that Texas Gulf was able to get an option permitting it to drill on the northeast quarter section of Kid 55.
在那一年的10月29日和30日，德克萨斯湾的一名工程师理查德·H·克莱顿对东北四分之一进行了地面电磁勘测，并对结果感到满意。随后，一台钻机被运到现场。11月8日，第一次测试钻孔开始。他度过了几天令人兴奋但不太舒服的时光。负责钻探工作的是一位年轻的德克萨斯湾地质学家，名叫肯尼思·达克，他的眼中闪烁着一种狡黠的光芒，经常叼着雪茄，看上去更像传统印象中的矿业勘探者，而不是一个公司的职员。钻探持续了三天，从地下取出了一根直径约一又四分之一英寸的圆柱形岩芯，这是“Kid 55”勘探地点下方岩石的首个实际样本。
▶ 英文原文 ⏱
On October 29th and 30th of that year, a Texas Gulf Engineer, Richard H. Clayton, conducted a ground electromagnetic survey of the northeast quarter and was satisfied with what he found. A drill rig was moved to the site, and on November 8th the first test drill hole was begun. He followed a thrilling, if uncomfortable, several days at Kid 55. The man in charge of the drilling crew was a young Texas Gulf geologist named Kenneth Dark, a cigar smoker with a rakish gleam in his eye, who looked a good deal more like the traditional notion of a mining prospector than that of the organization man he was. For three days the drilling went on, bringing out of the earth a cylindrical core of material an inch and a quarter in diameter, which served as the first actual sample of what the rock under Kid 55 contained.
当核心样本升上来时，Dark认真地逐寸观察，没有使用任何仪器，仅凭他的双眼和对各种矿物质自然状态的了解来进行分析。到11月10日星期日晚上，钻探已经达到150英尺深。Dark在加拿大蒂明斯拨通他上司沃尔特·霍利克（德克萨斯湾公司的首席地质学家）在美国康涅狄格州斯坦福德的家，并报告他的发现。因为在Kid 55钻探现场没有电话，他只能在蒂明斯打这个电话。根据霍利克的回忆，Dark显得很兴奋，而在听完Dark的汇报后，霍利克似乎也很激动，因为他立即在周日晚开始了一次相当大的公司行动。
▶ 英文原文 ⏱
As the core came up, Dark studied it critically, inch by inch and foot by foot, using no instruments, but only his eyes and his knowledge of what various mineral deposits look like in their natural state. On the evening of Sunday, November 10th, by which time the drill was down 150 feet, Dark telephoned his immediate superior, Walter Hollick, Texas Gulf's chief geologist, at his home in Stamford, Connecticut, to report on his findings so far. He made the call from Timmons, since there was no telephone at the Kid 55 drill site. Dark, Hollick has since said, was excited, and so apparently was Hollick, after he had heard what Dark had to say, because he immediately set in motion quite a corporate flap for a Sunday night.
同一天晚上，霍利克给他的上司理查德·D·莫里森打了电话，莫里森是德克萨斯湾公司的副总裁，住在霍利克附近的格林尼治。就在同一个晚上，莫里森联系了他的上司查尔斯·F·福加蒂，福加蒂是公司执行副总裁，也是公司排名第二的人物，住在附近的赖伊，向他传递了达克的报告。第二天，通过同样的指挥系统，进一步的报告依次从达克传给霍利克，再由霍利克传给莫里森，最后到达福加蒂。作为结果，霍利克、莫里森和福加蒂都决定去Kid 55现场亲自查看情况。霍利克是第一个到达的。他于11月12日抵达蒂明斯，入住了邦尼尔汽车旅馆，然后乘坐吉普车和穆斯卡格拖拉机赶到Kid 55，及时看到钻孔的完成，并协助达克对岩芯进行目测估算和记录。
▶ 英文原文 ⏱
That same evening Hollick called his superior, Richard D. Mollison, a Texas Gulf vice president who lived near Hollick in Greenwich, and, still the same evening, Mollison called his boss, Charles F. Fogarty, executive vice president and the company's number two man in nearby Rye, to pass Dark's report on up the line. Further reports were made the next day through the same labyrinth of command, Dark to Hollick to Mollison to Fogarty. As a result of them, Hollick, Mollison and Fogarty all decided to go to Kid 55 to see for themselves. Hollick got there first. He arrived at Timmons on November 12th, checked in at the Bonair Motel, and got out to Kid 55 by Jeep and Muscag Tractor in time to see the completion of the drill hole and to help Dark visually estimate and log the core.
到这个时候，天气已经变得很糟糕。之前在十一月中旬，提蒙斯的天气还算不错。然而，情况发生了变化。霍利克，一位四十多岁的加拿大人，拥有麻省理工学院的地质学博士学位，他后来表示，天气非常恶劣。气温寒冷，风很大，还预示着要下雪和雨。我们更关心个人的舒适感，而不是岩芯孔的细节。当达克在骑行时，我正在观察岩芯，试图估算矿物含量。在如此环境下户外作业颇为困难，尤其是有些岩芯从土里取出时，沾满了泥土和油脂，必须用汽油清洗，才能勉强猜测其中的成分。
▶ 英文原文 ⏱
By this time, the weather, which had hitherto been passable for Timmons in mid-November, had turned nasty. In fact, it was quite inclement. Hollick, a Canadian in his forties, with a doctorate in geology from Massachusetts Institute of Technology has since said. It was cold, windy, threatening snow and rain, and we were much more concerned with personal comfort than we were with the details of the core hole. When Dark was riding and I was looking at the core, trying to make estimates of the mineral content. To add to the difficulty of working outdoors under as such conditions, some of the core had come out of the ground, covered with dirt and grease, and had to be washed with gasoline before its contents could even be guessed at.
尽管面临重重困难，霍利克成功完成了一项核心评估，这项评估可以说是相当惊人。他估计，在最后约600英尺的钻芯中，平均铜含量为1.15%，平均锌含量为8.64%。一位对采矿业有特别了解的加拿大股票经纪人后来表示，如此长的钻芯和这样的矿物含量简直超出了人们的想象。然而，德州湾公司还没有一个稳妥的矿井。矿脉有可能又长又细，资源有限，无法进行商业开发。
▶ 英文原文 ⏱
Despite all difficulties, Hollick succeeded in making an appraisal of the core that was, to say the least, startling. Over the 600 or so feet of its final length, he estimated, there appeared to be an average copper content of 1.15 percent, and an average zinc content of 8.64 percent. A Canadian stockbroker with special knowledge of the mining industry was to say later that a drill core of such length, in such mineral content, is just beyond your wildest imagination. Texas Gulf didn't have a surefire mine yet. There was always the possibility that the mineral vein was a long, thin one, too limited to be commercially exploitable.
幸运的是，钻机恰巧按照倾斜方向钻下去，这意味着直入矿脉，就像剑入鞘一样。为了确定矿藏的形状和边界，需要在地表的不同位置开始钻几个孔，然后以不同的角度进入地下。然而，这种钻孔布局必须等到Texas Gulf公司获得Kid 55的其他四分之三土地的所有权后才能进行。获得所有权需要时间，甚至不一定能够实现，但与此同时，公司可以采取并且已经采取了几个步骤。钻机被移出了测试孔的现场，并且在孔周围插上了小树苗，以便将地方恢复到自然状态的外观。
▶ 英文原文 ⏱
And that, by a fantastic chance, the drill had happened to go down dip, that is, straight into the vein like a sword into a sheath. What was needed was a pattern of several drill holes, beginning at different spots on the surface and entering the earth at different angles to establish the shape and limits of the deposit. And such a pattern could not be made until Texas Gulf had title to the other three-quarter segments of Kid 55. Getting title would take time, if it were possible at all, but meanwhile, there were several steps that the company could and did take. The drill rig was moved away from the site of the test hole. Both saplings were stuck in the ground around the hole to restore the appearance of the place to a semblance of its natural state.
为了掩饰他们的发现，第二个测试钻孔被尽可能夸张地钻探出来，距离第一个钻孔有一段距离，选择了一个预计会找到贫瘠矿芯的位置，最终证实确实如此。这些伪装措施是根据矿工们长期以来建立的惯例进行的，当他们怀疑发现了矿藏时，通常会这么做。此外，Texas Gulf的总裁克劳德·O·史蒂文斯下令，除了实际的勘探小组之外，公司内部的其他人也不能被告知发现了什么。11月底的时候，矿芯被分段运往犹他州盐湖城的联合化验所进行科学分析。同时，Texas Gulf公司也开始秘密地探查购买Kid 55其余部分的可能性。
▶ 英文原文 ⏱
A second test hole was drilled, as ostentatiously as possible, some distance away, at a place where a barren core was expected and found. All of these camouflage measures, which were in conformity with long, established practice among miners who suspect that they had made a strike, were supplemented by an order from Texas Gulf's president, Claude O. Stevens, that no one outside the actual exploration group, even within the company, should be told what had been found. Late in November the core was shipped off in sections to the Union Assay Office and Salt Lake City for scientific analysis of its contents. And meanwhile, of course, Texas Gulf began to scretely putting out feelers for the purchase of the rest of Kid 55.
同时，其他措施正在进行中，这些措施可能与蒂蒙斯以北的事件有关，也可能无关。11月12日，福加蒂买入了300股德州湾的股票。15日，他又加购了700股。11月19日，再次买入500股，11月26日又购入200股。克莱顿在15日买入了200股。莫利森同一天买了100股，而霍利克女士则在29日买入了50股，并在12月10日再购入100股。然而，这些购买行动最终只是某些高级职员和员工，以及他们的一些朋友对德州湾股票表现出浓厚兴趣的前奏。
▶ 英文原文 ⏱
And meanwhile, other measures, which may or may not have been related to the events north of Timmons, were being taken. On November 12, Fogarty bought 300 shares of Texas Gulf stock. On the 15th, he added 700 more shares. On November 19, 500 more, and on November 26, 200 more. Clayton bought 200 on the 15th. Mollison, 100 on the same day, and Mrs. Hollick bought 50 on the 29th and 100 more on December 10. But these purchases, as things turned out, were only the harbingers of a period of apparently intense affection for Texas Gulf stock, among certain of its officers and employees, and even some of their friends.
在十二月中旬，从盐湖城寄回来的核心样品报告显示，霍里克的粗略估算竟然极为准确。报告显示铜和锌的含量几乎与他所说的一样，而每吨还额外含有3.94盎司的银，可以算作一种额外的惊喜。十二月末，达克前往华盛顿特区及其周边地区旅行，他向当地认识的一位女孩及其母亲推荐购买德克萨斯湾的股票。后来，在审判中，这两人被称为"提比斯"。她们又将这一推荐传达给了两名其他人士，这两人也因此被称为"次提比斯"。
▶ 英文原文 ⏱
In mid-December, the report on the core came back from Salt Lake City, and it showed that Hollick's rough and ready estimate had been amazingly accurate. The copper and zinc contents were found to be almost exactly what he had said, and there were 3.94 ounces of silver per ton thrown in as a sort of bonus. Late in December, Dark made a trip to Washington, D.C., in vicinity, where he recommended Texas Gulf stock to a girl he knew there and her mother. These two, who came to be designated in the trial as the Tippies, subsequently passed along the recommendation to two other persons, who, logically enough, thereby became the sub-Tippies.
在12月30日至次年2月17日期间，Dark的Tippies和附属Tippies共购买了2,100股德克萨斯湾公司的股票。此外，他们还买入了1,500股股票的“认购期权”，这是股票经纪行业的一种常见交易工具。认购期权是指在规定的期间内，可以以固定价格（一般接近市场价格）购买一定数量股票的权利。大多数上市股票的认购期权都可以在专门经营这种交易的经销商那里购买。买家只需支付一笔相对较低的费用即可获得这种期权。如果在规定期间内股票价格上涨，买家可以轻松地将涨幅转化为几乎纯粹的利润。而如果股票价格没有变化或下跌，买家则可以像撕掉输掉的赛马票一样撕掉他的期权，仅损失期权的费用。因此，认购期权提供了在股市上进行投机的最低成本方式，也是将内幕信息转化为现金的最便捷方式。
▶ 英文原文 ⏱
Between December 30 and the following February 17, Dark's Tippies and sub-Tippies purchased all told 2,100 shares of Texas Gulf stock, and in addition, they purchased what are known in the brokerage trade as calls on 1,500 additional shares. A call is an option to buy a stated amount of a certain stock at a fixed price, generally near the current market price, at any time during a stated period. Calls on most listed stocks are always on sale by dealers who specialize in them. The purchaser pays a generally rather moderate sum for his option. If the stock then goes up during the stated period, the rise can easily be converted into almost pure profit for him. While if the stock stays put or goes down, he simply tears up his call the way a horse player tears up a losing ticket and loses nothing but the cost of the call. Therefore, calls provide the cheapest possible way of gambling on the stock market, and the most convenient way of converting inside information into cash.
在蒂明斯，达克由于冬季严寒和Kid55的土地所有权问题暂时无法从事地质学工作，但他似乎成功地让自己不感到无聊。 一月份，他与另一位非德克萨斯湾公司员工的蒂明斯人建立了私人合作关系，开始为他们自己的利益在蒂明斯附近的冠名土地上勘探并申请所有权。二月份的某个寒冷的冬夜，达克告诉哈莱克，他在一家酒吧里听说了一个谈话，这名熟人透露他听说德克萨斯湾公司在附近有发现，因此打算自己申请一些所有权。哈莱克对此感到震惊，后来回忆说，他告诉达克，要改变之前避开Kid 55的策略，直接进入该地区并申请我们需要的所有所有权。此外，要想办法让那位熟人离开，比如给他安排直升机之旅等等，总之就是让他离开那里。达克大概已按照这个指示行事。
▶ 英文原文 ⏱
Back in Timmons, Dark put temporarily out of business as a geologist by the Winter Freeze and the land ownership problem at Kid 55 seems to have managed to keep time from hanging heavy on his hands. In January, he entered into a private partnership with another Timmons man who wasn't a Texas Gulf employee to stake and claim crown lands around Timmons for their own benefit. In February, he told Halleck of a barroom conversation that had occurred in Timmons one jellied winter evening, in which an acquaintance of his had let fall that he'd heard rumors of a Texas Gulf strike nearby and was therefore going to stake a few claims of his own. Horrified, Halleck, as he recalled later, told Dark to reverse the previous policy of avoiding Kid 55 like the plague and to go right into the area and stake all the claims we need, also to steer away the acquaintance, give him a helicopter ride or anything, just get him out of the way. Dark presumably complied with his order.
此外，在1964年的前三个月，他直接购买了300股德州海湾公司的股票，还购买了另外3000股的认购期权，并将几个人（其中包括他的弟弟）加入到他不断扩大的消息知情者名单中。在同一时期，哈莱克和克莱顿的金融活动相对较少，但他们大幅增加了德州海湾公司的持股量，特别是哈莱克和他的妻子通过认购期权来加仓，这种操作他们之前几乎闻所未闻，但在德州海湾圈子里却变得非常流行。春天的迹象终于出现，同时公司土地收购计划也圆满完成。到3月27日，德州海湾公司几乎获得了所需的一切，即对Kid 55的三个剩余部分拥有明确的所有权或矿产开采权，除了其中两个部分有10%的利润分成，一处分成的顽固拥有人是柯蒂斯出版公司。
▶ 英文原文 ⏱
Moreover, during the first three months of 1964, he bought 300 shares of Texas Gulf outright, bought calls on 3,000 more shares and added several more persons, one of them his brother to his growing list of tippies. Halleck and Clayton were somewhat less financially active during the same period, but they did add substantially to their Texas Gulf holdings, in the case of Halleck and his wife particularly through the use of calls, which they'd scarcely even heard of before, but which were getting to be quite the rage in Texas Gulf circles. Signs of spring began to come at last, and with them came a triumphant conclusion to the company's land acquisition program. By March 27, Texas Gulf had pretty much what it needed, that is, it had either clear title or mineral rights to the three remaining segments of Kid 55, except for 10% profit concessions on two of the segments, the stubborn owner of the concession in one case being the Curtis Publishing Company.
在3月30日和31日，Dark、他的助手和助手的助手进行了一系列最后的购买，在两天内总共购买了600股股票，并有权购买5,100股。在此之后，他们重新开始在Kid 55这个被冰雪覆盖的沼泽地进行钻探，这次Halleck和Dark都亲自到现场。这是第三个钻孔，但实际上只有第二个是正式运作的，因为他们在11月钻的两个孔中有一个是“假孔”，用于分散注意力。新的钻孔选定在离第一个钻孔有些距离的地方，并以一个倾斜的角度来推进勘探过程。Halleck在观察和记录从地里取出的岩芯时，因寒冷几乎握不住铅笔，但在内心却感到了一丝温暖，因为在钻到第一百英尺之后，开始出现有潜力的矿化迹象。他在4月1日通过电话向Fogarty做了第一次进展报告。
▶ 英文原文 ⏱
After a final burst of purchases by Dark, his tippies and his subtippies on March 30 and 31, among them all 600 shares in calls on 5,100 more shares for the two days, drilling was resumed in the still frozen musk egg at Kid 55, with Halleck and Dark both on the site this time. The new hole, the third in all, but only the second operational one, since one of the two drilled in November, had been the dummy intended to create a diversion, was begun at a point some distance from the first, and at an oblique angle to it, to advance the bracketing process. Observing and logging the core as it came out of the ground, Halleck found that he could scarcely hold a pencil because of the cold, but he must have been warmed inwardly by the fact that promising mineralization began to appear after the first hundred feet. He made his first progress report to Fogarty by telephone on April 1.
在Kid 55地区的Timmons，现在采用了一种艰苦的日常工作安排。实际的钻探团队必须一直待在现场，而地质学家为了让纽约的上级随时掌握情况，不得不频繁地往返于电话和Timmons之间。此外，由于沿途有7英尺高的雪堆，从小镇到钻探营地长达15英里的路程通常需要耗费三到四个小时。一个接一个的新钻孔在地表异常区域的不同位置和角度开钻。最初，由于缺水，只能一次使用一台钻机进行操作。这是因为地面被冻得结结实实并被厚厚的积雪覆盖，为了获取作业所需的水，他们不得不费力地将水从距离Kid 55约半英里处的一个冰封的池塘下抽出来。
▶ 英文原文 ⏱
Now a grueling daily routine was adopted at Timmons in Kid 55. The actual drilling crew stayed at the site continuously, while the geologists, in order to keep their superiors in New York posted, had to make frequent trips to telephones and Timmons. And what with the seven-foot snow drifts along the way, the fifteen-mile trek between the town and the drilling camp, customarily took three and a half to four hours. One after another, new drill holes, begun at different places around the anomaly and pitched at different angles to it, were plunged into the earth. At first, only one drill rig could be used at a time because of a shortage of water, which was necessary to the operation. The ground was frozen solid and covered by deep snow, and water had to be laboriously pumped from under the ice on a pond about a half-mile from Kid 55.
第三个钻孔于4月7日完工，立即用同一设备开始了第四个钻孔。第二天，随着水资源短缺状况有所缓解，又启动了一台新的钻机开始了第五个钻孔。两天后，也就是4月10日，第三台钻机也参与进来，开始钻探另一个钻孔。总的来说，整个四月上旬，相关负责人一直忙于这项工作。实际上，在此期间，他们对德州海湾公司股票期权的购买似乎中止了。随着钻探的逐步进行，一个巨大的矿藏逐渐被揭示。第三个钻孔证实了最初的钻孔并没有如之前担心的那样向下倾斜。第四个钻孔则确定了矿脉的深度是令人满意的，诸如此类。在某个时刻，确切的时间点成为争议的焦点。德州海湾公司了解到自己拥有一个规模可观的可开采矿藏，随着这一进展，注意力从钻探人员和地质学家转向了财务部门的职员，他们后来成为美国证券交易委员会（SEC）批评的主要对象。
▶ 英文原文 ⏱
The third hole was finished on April 7, and a fourth immediately begun with the same rig. The following day, the water shortage having eased somewhat, a fifth hole was inaugurated with a second drill rig, and two days after that, on the tenth, a third rig was pressed into service to drill still another hole. All in all, during the first days of April the principles in the affair were kept busy. In fact, during that period, their buying of calls on Texas Gulf seems to have come to a standstill. Bit by bit the drilling revealed the lineaments of a huge ore deposit. The third hole established that the original one had not gone down-dip as had been feared. The fourth established that the mineral vein was a satisfactorily deep one and so on. At some point, the exact point was to become a matter of dispute. Texas Gulf came to know that it had a workable mind of considerable proportions, and as this point approached the focus of attention shifted from drillers and geologists to staffmen in finance years, who were to be the principal object of the SEC's disapproval later on.
在蒂蒙斯，4月8日和大部分9日的降雪非常严重，以至于连地质学家都无法从镇上前往Kid 55。然而，到9日傍晚，他们终于经过惊险的七个半小时旅程才抵达，而同行的还有一天前刚到达蒂蒙斯的副总裁莫里森。莫里森在钻探点过了一夜，第二天中午前便离开了，他后来解释说这样做是为了避免在Kid 55吃到那些户外活动的午餐，对他这样习惯坐办公室的人来说，那些餐点太过粗犷。不过，在离开之前，他下达了指示，要钻一个磨矿测试孔，用以生成较大样本，以便确定矿石材料是否适合常规的磨矿工艺。通常只有在认为存在可以开发的矿藏时，才会钻这样的孔，因此在这个情况下可能也是如此。
▶ 英文原文 ⏱
At Timmons, snow fell so heavily on April 8th, and most of the ninth that not even the geologists could get from the town to Kid 55, but toward evening on the ninth when they finally made it after a hair-raising journey of seven and a half hours, with them was no lesser light than Vice President Mollison, who had turned up in Timmons the previous day. Mollison spent the night at the drill site and left at about noon the next day, in order, he explained later, to avoid the outdoorsman's lunch they served at Kid 55, which was too hardy for a desk-bound man like him. But before going he issued instructions for the drilling of a mill test-hole, which would produce a relatively large core that could be used to determine the amenability of the mineral material to routine mill processing. Normally a mill test-hole is not drilled until a workable mind is believed to exist, and so it may have been in this case.
两位美国证券交易委员会（SEC）的采矿专家后来坚持认为，尽管有反方专家的不同意见，在莫利森下达命令时，德克萨斯湾公司（Texas Gulf）已经掌握了足够的信息，可以计算出Kid 55矿床的矿石储量，其总价值至少为2亿美元。著名的加拿大矿业圈此时已经议论纷纷，回想起来，惊讶的是它竟然之前这么长时间都相对冷清。一个多伦多的经纪人在审判中提到：“我见过钻探工人放下钻机，飞奔去证券行，或者拿起电话打到多伦多。”经纪人接着说：“在接到这样的电话后，贝街（Bay Street）所有的小盘股的地位一时之间就取决于他能声称与打响发掘的钻探工人的关系有多密切，就像赛马场上的小道消息有时取决于他与骑师或赛马的关系亲密程度一样。”
▶ 英文原文 ⏱
Two SEC mining experts were to insist later, against contrary opinions of experts for the defense, that by the time Mollison gave his order, Texas Gulf had information on the basis of which it could have calculated that the ore reserves at Kid 55 had a gross assay value of at least $200 million. The famous Canadian mining grapevine was humming by now, and in retrospect, the wonder is that it had been relatively quiet for so long. A Toronto broker was to remark during the trial, I have seen drillers drop the goddamn drill and beat it for a brokerage office as fast as they can, or else they pick up the telephone and call Toronto. After such a call, the broker went on, the status of every Bay Street penny stocked out depends, for a time, on how close a personal acquaintance he can claim with the driller who made the strike, just as a racetrack tout status depends sometimes on the degree of intimacy he can claim with a jockey or a horse.
在德克萨斯湾的活动集中在基德镇的时候，"鹿皮鞋电报"——一家在矿业股票领域享有巨大影响力的多伦多周刊《北方矿工》报道，据说有一组钻机正在作业。同一天，多伦多《每日星报》宣称蒂明斯充满了兴奋，街头巷尾与理发店里都在谈论“德克萨斯湾”这个神奇的词。德克萨斯湾纽约总部的电话响个不停，全是急切的询问，而公司官员冷淡地置之不理。10号的时候，总裁史蒂文斯对这些传言感到担忧，于是向他最信任的合伙人之一托马斯·S·拉蒙特寻求建议。拉蒙特是德克萨斯湾董事会的资深成员、摩根家族第二代合伙人、曾在摩根信托公司担任过各种重要职务、在华尔街极具影响力的人物。
▶ 英文原文 ⏱
The Moccasin telegraph as Texas Gulf's activity centered in Kid Township, a battery of drills are reported to be at work, said the Northern Minor, a Toronto weekly of immense influence in the mining stock set on the 9th, and the same day the Toronto Daily Star declared that Timmons was bug-eyed with excitement, and that the magic word on every street corner and in every barber shop is Texas Gulf. The phones in Texas Gulf's New York headquarters were buzzing with frenzied queries, which the officers coldly turned aside. On the 10th, President Stevens was concerned enough about the rumors to seek counsel from one of his most trusted associates, Thomas S. Lamont, senior member of the Texas Gulf Board of Directors, former second-generation Morgan partner, holder of various lofty offices past and present in the Morgan Guarantee Trust Company, and bearer of a name that had long been one to conjure with in Wall Street.
斯蒂文斯告诉拉蒙特在蒂蒙斯以北发生的事情。这是拉蒙特第一次听说此事，他明确表示自己还没觉得证据足够明确，并询问拉蒙特对那些夸大的报道应该怎么处理。拉蒙特回答说：“只要它们还留在加拿大的媒体里，我认为你可能可以忍受它们。”然而，他补充道，如果这些报道出现在美国的报纸上，可能就需要发布公告，以澄清事实，避免股市出现不必要的波动。次日，也就是11日星期六，这些报道果然迅速引起了美国报纸的关注。《纽约时报》和《先驱论坛报》都报道了德克萨斯湾的发现，《先驱论坛报》更是在头版上称其为自六十多年前在加拿大发现黄金以来的最大矿藏发现。
▶ 英文原文 ⏱
Stevens told Lamont what had been going on north of Timmons. It was the first Lamont had heard of it, made it clear that he himself did not yet feel that the evidence justified bug-eyes and asked what Lamont thought ought to be done about the exaggerated reports. "'As long as they stayed in the Canadian press,' Lamont replied, I think you might be able to live with them." However, he added, if they should get into the papers in the United States, it might be well to give the press an announcement that would set the record straight and avoid undue gyrations in the stock market. The following day, Saturday, the 11th, the reports reached the United States papers with a bang. The Times and Herald Tribune both ran accounts on the Texas Gulf Discovery, and the latter, putting its story on the front page, spoke of the biggest ore strike since gold was discovered more than sixty years ago in Canada.
读完这些故事后，Stevens眼睛微微瞪大，他通知Fogarty应该赶在周一报纸发布时间前发布一则新闻稿。周末，Fogarty在几位公司官员的帮助下准备了一份新闻稿。与此同时，Kid 55的情况并没有停滞。相反，根据后来的证词，周六和周日，随着更多的矿芯从钻孔中取出，满是铜和锌矿石，矿山的可计算价值几乎每小时都在增长。然而，Fogarty在周五晚上之后没有再和Timmons联系，所以他和同事在周日下午发给媒体的声明没有基于最新的信息。后来因这一点，或许还有其他原因，这份声明并没有传达出Texas Gulf认为他们发现了一个新的Comstock矿脉的想法。
▶ 英文原文 ⏱
After reading these stories, perhaps with eyes bugging slightly, Stevens notified Fogarty that a press release should be issued in time from Monday's papers, and over the weekend, Fogarty, with the help of several other company officials, worked one up. Meanwhile, things were not standing still at Kid 55. On the contrary, later testimony held that on Saturday and Sunday, as more and more core came up from the drill holes, full of copper and zinc ore, the calculable value of the mine was increasing almost hour by hour. However, Fogarty did not communicate with Timmons after Friday night, so the statement that he and his colleagues issued to the press on Sunday afternoon was not based on the most up-to-the-minute information. Later because of that, or for some other reason, the statement did not convey the idea that Texas Gulf thought it had a new Comstock load.
将已发布的报告描述为夸大且不可靠后，该公司仅承认在Timmons附近的一处物业进行的近期钻探得到了初步迹象，表明需要进行更多的钻探以对该前景进行正确评估。此外，该公司还表示，迄今为止的钻探未能得出明确结论。接着，又以几乎相同的方式补充说，目前的工作尚不足以得出确定的结论。这样的表述显然让公众明白过来，因为当周一早上的报纸刊出这一消息后，Texas Gulf的股票在那周初期的表现并不像预期的那样活跃，尤其是在当时的《时报》和《先驱论坛报》的热情报道未受质疑的情况下。
▶ 英文原文 ⏱
Characterizing the published reports as exaggerated and unreliable, it admitted only that recent drilling on one property near Timmons had led to preliminary indications that more drilling would be required for proper evaluation of the prospect. And on to say that the drilling done to date has not been conclusive. And then, putting the same thought in what can hardly be called another way, added that the work done to date has not been sufficient to reach definite conclusions. The idea thus couched, or perhaps one should say bedded down, evidently came across to the public when it appeared in Monday morning's newspapers, because Texas Gulf stock was not nearly so buoyant early that week as it might have been expected to be if the enthusiastic times and herald-tribune stories had gone unchallenged.
该股票在去年11月左右的价格约为17或18，经过几个月的增长，涨至约30。在周一，纽交所开盘价为32，比上周五的收盘价上涨了近两个点，但随后价格下跌到30又7/8。在接下来的两天中，价格进一步下跌，并在周三一度触及28又7/8的低点。显然，投资者和交易员对Texas Gulf公司在周日的低调态度印象深刻。但在同样的三天里，无论是在加拿大还是纽约的Texas Gulf公司员工，似乎却有着截然不同的态度。
▶ 英文原文 ⏱
The stock, which had been selling at around 17 or 18 the previous November, and had crept up over the intervening months to around 30, opened Monday on the New York Stock Exchange at 32, a rise of nearly two points over Friday's closing, only to reverse direction in sync to 30 and 7-eighths, before the day's trading was over, and to slip off still further on the following two days, and at one point on Wednesday touch a low of 28 and 7-eighths. Evidently, investors and traders had been considerably impressed by Texas Gulf's Sunday mood of deprecation. But on those same three days, Texas Gulf people in both Canada and New York seemed to have been in quite another mood.
周一，也就是13号，"kid 55" 得知消息。这天，一份低调的新闻稿在报纸上刊登出来：工厂的测试钻孔完成，另外三个常规测试孔的钻探仍在进行中。北方矿业报的一名记者受邀参观，并由莫里森、霍利克和达克介绍了相关的发现。回头来看，他们告诉记者的内容表明，无论新闻稿的起草者在星期天相信了什么周一当 "kid 55" 知道时，他们已有一个矿，而且是个大矿。不过，直到周四早晨，世界才会知道这一点，至少不会从那个渠道得知，届时北方矿业报的下一期会出现在订阅者的邮箱和报刊亭。
▶ 英文原文 ⏱
A kid 55 on Monday the 13th, the day the low-keyed press release was reported in newspapers, the mill test hole was completed, drills continued to grind away on three regular test holes, and a reporter for the Northern Minor was shown around and briefed on the findings by Mollison, Hollick, and Dark. The things they told the reporter make it clear, in retrospect, that whatever the drafters of the release may have believed on Sunday, the minute kid 55 knew on Monday that they had a mine, and a big one. However, the world was not to know it, or at least, not from that source, until Thursday morning, when the next issue of the minor would appear in subscribers mail and on newsstands.
星期二晚上，莫里森和霍利克飞往蒙特利尔，他们计划参加加拿大矿业与冶金学会的年度大会，这是一个聚集了数百名采矿和投资界领军人物的活动。当他们到达正在举行会议的伊丽莎白女王酒店时，莫里森和霍利克惊讶地发现自己受到了如同电影明星般的欢迎。显然，整天酒店里都在热议德克萨斯湾的发现，大家都想第一时间获知最新的内幕消息。事实上，专门为他们这些来自廷默斯的代表发言而准备的电视摄像机已经架好，随时准备进行报道。
▶ 英文原文 ⏱
Tuesday evening, Mollison and Hollick flew to Montreal, where they were planning to attend the annual convention of the Canadian Institute of Mining and Metalurgy, a gathering of several hundred leading mining and investment people. Upon arriving at the Queen Elizabeth Hotel, where the convention was in progress, Mollison and Hollick were startled to find themselves greeted like film stars. The place had evidently been humming all day, with rumors of a Texas Gulf discovery, and everyone wanted to be the first to get the first hand low down on it. In fact, a battery of television cameras had been set up for the express purpose of covering such remarks as the emissaries from Timmons might want to make.
由于没有被授权发表任何评论，莫里森和霍利克急忙转身离开了伊丽莎白女王号，当晚在蒙特利尔机场的一家汽车旅馆里呆了一夜。第二天，15号星期三，他们按事先安排与安大略省的矿业部长及其副手从蒙特利尔飞往多伦多。在途中，他们向部长简要介绍了“孩子55”情况，部长于是表示希望尽快通过公开声明来澄清此事。随后，在莫里森的帮助下，他起草了这样一份声明。
▶ 英文原文 ⏱
Not being authorized to make any remarks, Mollison and Hollick turned abruptly on their heels and fled the Queen Elizabeth, holding up for the night in a Montreal airport motel. The following day, Wednesday the 15th, they flew from Montreal to Toronto in the company by pre-arrangement of the Minister of Mines of the Province of Ontario and his deputy. In route they briefed the minister on the kid 55 situation, whereupon the minister declared that he wanted to clear the air by making a public announcement on the matter as soon as possible, and then with Mollison's help he drafted such an announcement.
根据莫利森制作并保存的一份副本，公告表示，现有的信息使公司有信心宣布，德州海湾硫磺公司拥有一个可开采的锌、铜和银矿体，其规模相当可观，将尽快进行开发和投产。莫利森和霍利克被告知，部长将在当晚11点于多伦多通过广播和电视发布声明，这样德州海湾的好消息将在次日凌晨《北方矿报》刊登之前的几小时成为公众信息。然而，由于某些从未公开的原因，部长当晚并未作出这一声明。
▶ 英文原文 ⏱
According to a copy that Mollison made and kept, the announcement stated in part that the information now in hand gives the company confidence to allow me to announce that Texas Gulf Sulphur has a mindable body of zinc, copper, and silver ore, a substantial dimensions that will be developed and brought to production as soon as possible. Mollison and Hollick were given to believe that the minister would make his statement in Toronto at 11 o'clock that evening of a radio and television, and that thus Texas Gulf's good news would become public property a few hours before the Northern Minor appeared early the next day. But for reasons that have never been given, the minister didn't make the announcement that evening.
在德克萨斯湾总部，也就是位于公园大道200号的地方，危机感也在逐渐加剧。公司恰巧安排了周四上午的例行月度董事会会议，而在周一时，住在德克萨斯州休斯顿的董事弗朗西斯·G·科茨还不知道“55号井”的情况，于是打电话给史蒂文斯询问是否有必要特地来参加会议。史蒂文斯说他应该来，但没有解释原因。从钻探现场传来的消息越来越好，于是德克萨斯湾的高管们在周三的某个时候决定准备一份新的新闻稿，准备在周四上午的董事会会议后举行的新闻发布会上发布。
▶ 英文原文 ⏱
At Texas Gulf headquarters, at 200 Park Avenue, there was a similar air of mounting crisis. The company happened to have a regular monthly board of directors meeting scheduled for Thursday morning, and on Monday, Francis G. Coates, a director who lived in Houston, Texas, and who hadn't heard of the kid 55 strike, telephone Stevens to inquire whether he ought to bother to come. Stevens said he ought, but didn't explain why. Better and better news kept filtering in from the drill site, and sometime on Wednesday, the Texas Gulf officers decided that it was time to write a new press release, to be issued at a press conference that would follow the Thursday morning director's meeting.
史蒂文斯、福加蒂和公司秘书大卫·M·克劳福德在当天下午共同撰写了这份公告。这次公告基于最新信息，并且语言简洁明了，没有重复和含糊。公告内容部分如下：德州海湾硫磺公司在蒂蒙斯地区发现了一处重要的锌、铜和银矿。现已基本完成七个钻孔，显示矿体长度至少为800英尺，宽度300英尺，垂直深度超过800英尺。这是一项重大发现。初步数据表明矿石储量超过2500万吨。
▶ 英文原文 ⏱
Stevens, Fogarty, and David M. Crawford, the company secretary, composed the release that afternoon. This time around, the release was based on the very latest information, and moreover, its language was happily devoid of both repetition and equivocation. It read in part, Texas Gulf Sulphur Company has made a major strike of zinc, copper, and silver in the Timmons area. Seven drill holes are now essentially complete and indicate an ore body of at least 800 feet in length, 300 feet in width, and having a vertical depth of more than 800 feet. This is a major discovery. The preliminary data indicate a reserve of more than 25 million tons of ore.
关于这次发布与三天前发布的显著差异，新发布的消息指出，在这段时间内积累了更多的数据，这一点无人能否认。储备超过2500万吨的矿石意味着，这些矿石的价值并非一周前所称的可计算的两亿美元，而是数倍于此。在同一天紧张的纽约事务中，工程师克莱顿和公司的秘书克劳福德抽空联系了他们的经纪人，分别购买了一些德州海湾公司的股票：克莱顿买了两百股，克劳福德买了三百股。不久后，克劳福德觉得自己买得还不够多。
▶ 英文原文 ⏱
As to the striking difference between this release, and the one of three days earlier, the new one stated that considerably more data has been accumulated in the interim. And no one could deny this. A reserve of more than 25 million tons of ore meant that the value of the ore was not the two hundred million dollars that was alleged to have been calculable a week earlier, but many times that much. In the course of the same hectic day in New York, the engineer, Clayton, and the company's secretary Crawford found time to call their brokers and order themselves some Texas Gulf stock, two hundred chairs in Clayton's case, three hundred in Crawford's, and Crawford soon decided that he hadn't plunged deeply enough.
第二天早上八点刚过，在帕克巷酒店经过一个明显心神不宁的夜晚后，他再次打电话给他的经纪人，并加倍了他的订单。星期四早上，提蒙斯矿场罢工的第一手重大消息在北美投资界迅速但不稳定地传播开来。早上七点到八点之间，多伦多的报刊亭里的邮递员开始分发《北方矿业》报纸，其中包含了一位记者访问Kid 55矿场的报道。他用了大量与矿业相关的术语来描述罢工，但也没有忘记用通俗易懂的语言称其为一次辉煌的勘探成功，并称其为一个主要的新锌铜银矿。
▶ 英文原文 ⏱
Shortly after eight o'clock the next morning, after an apparently preoccupied night at the Park Lane Hotel, he awakened his broker with a second call and doubled his order. On Thursday morning, the first hard news of the Timmons strike spread through the North American investment world, rapidly but erratically. Between seven and eight o'clock, mailmen in Newstans in Toronto began distributing copies of the Northern Minor, containing the peace by the reporter who had visited Kid 55, in which he described the strike with a good deal of mining jargon, but did not omit to call it, in language comprehensible enough for anyone, a brilliant exploration success, and a major new zinc-copper-silver mine.
大约在同一时间，《小报》正准备寄给边境以南的底特律和布法罗的订阅者，同时，已有几百份新的报纸到达纽约，它们是在九点到十点之间送达的。然而，在报纸实体材料到达之前，多伦多已经通过电话报告了内容。大约九点十五分时，德克萨斯海湾公司取得重大进展的消息就已经在纽约的经纪公司办公室中传开了。E.F.赫顿公司60街办公室的一位客户经理后来抱怨说，由于当天早上他的经纪同行热衷于在电话中讨论德克萨斯海湾公司，以至于严重妨碍了他与客户的沟通。
▶ 英文原文 ⏱
At about the same time the Minor was on its way out to subscribers south of the border in Detroit and Buffalo, and a few hundred new stand copies appeared who have arrived in New York between nine and ten o'clock. The paper's physical appearance here, however, was preceded by telephone reports on its contents from Toronto, and by about nine fifteen the news that Texas Gulf had hit it big for sure was a talk of New York brokerage offices. A customer's man in the 60th Street Office of E.F. Hutton and Company complained later that his broker, cronies, had been so eager to natter on the telephone about Texas Gulf early that morning as to substantially prevent him from communicating with his customers.
不过，他还是设法给其中的两人打了个电话，那是一对夫妇，他在德克萨斯湾的交易中为他们迅速赚了一笔，确切地说，是在不到一个小时的时间里赚了10,500美元。显然，我们都选错了行业，邦塞尔法官在听到这件事时评论道。或者正如已故的V-Lan Wagner曾在另一个场合所说的，我将非常明确：天堂就是华尔街。当天早些时候，在证券交易所，午餐俱乐部的交易员们——在十点开盘之前这里是早餐俱乐部——一边享用他们的煎蛋，一边关注德克萨斯湾的情况。
▶ 英文原文 ⏱
However, he did manage to squeeze in a call to two of them, a husband and wife, for whom he was able to turn a rather quick profit in Texas Gulf, to be exact, a profit of $10,500 and less than an hour. It is clear that we are all in the wrong business, Judge Bonsell was to comment when he heard this. Or as the late V-Lan Wagner once remarked in another context, I shall be quite explicit. Valhalla is Wall Street. At the stock exchange itself early that day, the traders in the luncheon club, which before the ten o'clock opening, serves as a breakfast club, were all munching on the Texas Gulf situation, along with their toasted eggs.
在200公园的董事会议上，会议于九点准时开始。会议中，董事们看到了即将发布给媒体的新声明。作为探险小组的代表，史蒂文斯、福加蒂、哈莱克和莫里森轮流对迪蒙斯的发现发表了评论。会议中还提到，安大略省的矿业部长前一晚在多伦多公开宣布了这一消息。这当然是一个不准确的陈述，虽然并非故意。事实上，就在史蒂文斯发言的同时，这位部长正在多伦多的安大略省议会新闻大厅发表声明。
▶ 英文原文 ⏱
At the directors meeting at 200 Park, which began promptly at nine, the directors were shown the new statement that was shortly to be released to the press, and Stevens, Fogarty, Halleck and Mollison, as representatives of the exploration group, commented in turn on the Timmons' discovery. The authors also stated that the Ontario Minister of Mines had announced it publicly in Toronto the previous evening. A misstatement, of course, although in unintentional one. Actually, the minister was making his announcement to the Ontario Parliament press gallery in Toronto at almost the same moment Stevens was speaking.
董事会会议大约在十点钟结束，随后有二十二名记者走进会议室，准备参加新闻发布会。这些记者来自许多美国主要的综合性和财经类报纸和杂志。德州湾的董事们依旧坐在原位。斯蒂文斯将新闻稿的复印件发给记者们，然后按照这种场合的惯例，将内容大声朗读了一遍。当他进行这些多余的宣读时，一些记者已经开始陆续离开房间。拉蒙特后来形容，他们就像是悄悄“泄露”出去一样，去把这个爆炸性的新闻打电话传回他们的报社。
▶ 英文原文 ⏱
The directors meeting ended at about ten o'clock, whereupon a clutch of reporters, twenty-two of them, representing many of the major United States newspapers and magazines, general and financial, chupped into the boardroom for the press conference, the Texas Gulf directors, all remaining in their places. Stevens distributed copies of the press release to the reporters, and then, in fulfillment of a curious ritual that governs such affairs, read it aloud. While he was engaged in this redundant recital, various reporters began to drift away. They began sort of leaking out of the room, was the way Lamont put it later, to telephone the sensational news to their publications.
在随后的新闻发布会中发生的一些事件中，又有更多的人悄然离场，包括展示了一些无害的Timmons周围乡村彩色幻灯片，以及Hollick对一些钻探岩芯的介绍和解释。到活动在大约十点十五分结束时，只剩下少数记者仍在场。这并不意味着活动失败。恰恰相反，新闻发布会是一个相当独特的场合，其成功与提前离场的人数成正比。在接下来的半小时左右里，Texas Gulf的两位董事会成员Coats和Month的行为引发了SEC投诉中最具争议的部分，而由于这一争议已经被写入法律，这些行为很可能在未来至少一代时间里被内部股票交易者研究，以求了解如何行为才能合规或至少避免违规。
▶ 英文原文 ⏱
Still more of them slipped away during the events that subsequently rounded out the press conference, the showing of some innocuous colored slides of the countryside around Timmons, and the next submission and explanation by Hollick of some drill cores, and by the time it ended at around ten fifteen, only a handful of reporters were left. This certainly didn't mean that the affair had been a flop. On the contrary, a press conference is perhaps the only kind of show whose success is in direct proportion to the number of people who leave before it is over. The actions of two of the Texas Gulf directors, Coats in the Month, during the next half-hour or so, were to give rise to the most controversial part of the SEC's complaint, and, since the controversy has now been inscribed in the law, those actions are likely to be studied, for at least a generation, by inside stock traders seeking guidance as to what they must do to be saved, or at least to avoid being damned.
争议的核心在于时机，特别是Coats和Le Mans的行动时机与道琼斯新闻服务传播德克萨斯湾新闻的时间关系。道琼斯新闻服务是投资者熟悉的热点新闻平台，美国很少有投资公司没有使用这个服务。在一些投资圈内，新闻成为公开消息的时刻被认为是它出现在新闻带上的时刻。至于1964年4月16日上午，一位道琼斯记者不仅参加了德克萨斯湾的新闻发布会，而且是最早离开并打电话将新闻传递给他所在办公室的人之一。
▶ 英文原文 ⏱
The essence of the controversy was timing, and in particular, the timing of Coats and Le Mans maneuvers in relation to that of the dissemination of the Texas Gulf News by the Dow Jones News Service, the familiar Spot News facility for investors. Few investment offices in the United States are without the service, and its prestige is such that in some investment circles the moment a piece of news becomes public is considered to be determined by the moment it crosses the broad tape. As to the morning of April 16, 1964, a Dow Jones reporter was not only among those at the Texas Gulf Press Conference, but was among those who left early to telephone the news to his office.
根据他的回忆，记者是在10:10到10:12之间打了电话。通常情况下，像他发出的那样重要的新闻，应该会在拨打电话后的两到三分钟内通过道琼斯的机器和各地办公室打印出来。然而，事实上，德克萨斯湾的故事直到10:54才开始出现，整整晚了四十多分钟，令人费解。审判中认为此事与案件无关，因此对这个谜团未作进一步追究——这正是证据规则的一大有趣之处，它往往给人留下一些想象的空间。
▶ 英文原文 ⏱
According to his recollection, the reporter made his call between 1010 and 1010, and normally an item of such importance as the one he sent would begin to be printed out by Dow Jones machines and offices from coast to coast within two or three minutes after being telephoned in. In fact, though, the Texas Gulf story did not begin to appear until 1054, an entirely inexplicable forty odd minutes later. The mystery of the broad tape message, like the mystery of the Minister of Mind's announcement, was left unraveled in the trial on grounds of irrelevance, an engaging aspect of the rules of evidence is their tendency to leave a few things to the imagination.
科茨，这位德州人，是第一位开始执行某项决策的负责人，而他当时几乎没有意识到这将成为一项具有历史意义的行动。在新闻发布会结束前或刚结束后，他走进了会议室旁边的一间办公室，借用了一部电话，给他在休斯顿做股票经纪人的女婿H. Fred Hemisager打了电话。正如科茨后来所述，他告诉Hemisager关于德州海湾的发现，并补充说，他选择在公开声明之后才打这个电话，因为他年纪太大，不想因为违反美国证券交易委员会的规定而惹上麻烦。
▶ 英文原文 ⏱
Coates, the Texan, was the first director to embark upon what he can hardly have thought of at the time as a historically significant course. Either before, or immediately after the end of the press conference, he went into an office adjoining the boardroom where he borrowed a telephone and called his son-in-law, H. Fred Hemisager, who was a stockbroker in Houston. Coates, as he related later, told Hemisager of the Texas Gulf Discovery and added that he had waited to call until after the public announcement because he was too old to get into trouble with the SEC.
然后，他为四个家族信托下了订单，购买两千股德州湾公司的股票。他是这些信托的受托人，但不是受益人。股票在大约二十分钟前以略高于三十的价格在证券交易所开盘，交易非常活跃，但并没有明显的看涨趋势，现在正在快速上涨。不过，由于行动迅速，赫米萨杰成功地以三十一到三十一又五分之三的价格为科茨购买了这批股票，他的订单在难以理解的延迟消息通过广播播出之前，就已经交给了他公司在交易大厅的经纪人。
▶ 英文原文 ⏱
He then placed an order for two thousand shares of Texas Gulf stock for four family trusts of which he was a trustee, though not personally a beneficiary. The stock, which had opened on the stock exchange some twenty minutes earlier at a fraction above thirty, in very active, but by no means decisively bullish trading, was now rapidly on its way up. But by acting quickly, Hemisager managed to buy the block for Coates at between thirty-one and thirty-one and five-eighths, getting his orders in to his firm's floorbroker well before the unaccountably delayed news began to come out on a broad tape.
在华尔街的传统中，拉蒙特是果断行事的人，而不是像德州风格那样冲动。他做事情果断，但又显得优雅，几乎慵懒得不慌不忙。在新闻发布会结束后，他并没有立刻离开会议室，而是又在那里待了大约二十分钟，什么重要的事也没做。他后来回忆说：“我四处走动，听他们互相闲聊，并拍了拍几个人的背。”然后大约在十点三十九或四十分的时候，他才走到附近的一个办公室，打电话给他的同僚兼朋友，摩根担保信托公司的朗斯特里特·希顿。希顿是该银行的执行副总裁，也是信托部门的负责人。就在本周早些时候，希顿曾询问拉蒙特，作为德州海湾公司的董事，他是否能对媒体上关于矿石发现的传闻提供一些见解，拉蒙特当时回答说他不能。
▶ 英文原文 ⏱
Lamont, in the Wall Street tradition of plungers rather than the Texas one, made his move with decision but with an elegant, almost languorous lack of hurry. Instead of leaving the boardroom at the conclusion of the press conference, he stayed there for some twenty minutes, not doing much of anything. I milled around and listened to some of them chatter and talk with each other, and slapped people on the back, he recounted later. Then at ten thirty-nine, or ten forty, he went to a nearby office and telephoned a colleague and friend of his at the Morgan Guarantee Trust Company. Longstreet Hinton, the bank's executive vice president, and the head of its trust department. Earlier in the week, Hinton had asked Lamont if he, as a Texas Gulf director, could shed any light on the rumors of an ore discovery that were appearing in the press, and Lamont had replied that he couldn t.
翻译如下：
现在，拉蒙特后来回忆道，他告诉欣顿有关于德州海湾硫磺公司的新闻刚发布或即将发布，这对他来说可能很感兴趣。欣顿问：“是好消息吗？” 拉蒙特回答说“还不错”或者是“非常好”。两人都不太确定究竟说了哪种，但这无关紧要，因为在纽约的银行界，“还不错”就意味着“非常好”。无论如何，欣顿并没有按照建议去查看道琼斯的股票报价机，尽管一台机器就在他办公室二十英尺外。他立刻给银行的交易部门打电话，询问德州海湾的市场报价。在得知价格后，他下令为他担任财务主管的拿骚医院购买三千股。
▶ 英文原文 ⏱
Now Lamont, as he recalled later, told Hinton that there was news which had come out, or was shortly coming out on the ticker, which would be of interest to him regarding Texas Gulf Sulphur. Is it good? Hinton asked, and Lamont replied that it was pretty good or very good. Neither man is sure which he said, but it doesn t matter, since in New York bankeries, pretty good means very good. In any case, Hinton did not follow the advice to look at the Dow Jones ticker, even though a machine was ticking twenty feet from his office. Instead, he immediately called the bank s trading department and asked for a market quotation on Texas Gulf. After getting it, he placed an order to buy three thousand shares for the account of the Nassau Hospital, of which he was treasurer.
从拉蒙特离开新闻发布会开始，这一切只用了不到两分钟。银行已经把订单传达给了证券交易所并成功执行，于是拿骚医院获得了它的股票。在这期间，即使欣顿一直在注意行情，他也不会看到任何关于德州海湾的消息，但他当时并没有在关注那些，因为他有别的事情要做。在为拿骚医院下完订单后，他去了摩根担保负责退休金信托的办公室，并建议他为信托买入一些德州海湾的股票。在不到半小时的时间内，银行已经为其退休基金和利润共享账户订购了七千股股票。
▶ 英文原文 ⏱
All this occupied no more than two minutes from the time Lamont had left the press conference. The order had been transmitted from the bank to the stock exchange and executed, and Nassau Hospital had its stock. Before Hinton would have seen anything about Texas Gulf on the broad tape if he had been looking at it, but he was not looking at it. He was otherwise occupied. After placing the Nassau Hospital order, he went to the office of the Morgan Guarantee Officer in charge of pension trusts, and suggested that he buy some Texas Gulf for the trusts. In a matter of less than a half an hour, the bank had ordered seven thousand shares for its pension fund and profit-sharing account.
在公告开始出现在广泛的新闻公告带之前，他们就已经订购了两千份，其余的则是在公告出现时或公布后的几分钟内订购的。大约一个多小时后，也就是下午12点33分，拉蒙特为自己和家人购买了三千股，此时他不得不以34.5美元的价格购买这些股票，因为这时德克萨斯湾的股票正在稳步上涨。当天股票收盘价为36.38美元，并在当月晚些时候达到58.38美元的高点。到1966年底，当Kid 55矿的商业化生产最终启动，这个巨大的新矿预计将占加拿大全年铜产量的十分之一及全年锌产量的四分之一时，股票价格已经超过了一百美元。
▶ 英文原文 ⏱
Two thousand of them were ordered before the announcement had begun to appear on the broad tape, and the rest either while it was appearing or within a few minutes afterward. A bit more than an hour after that, at 12.33 pm, Lamont bought three thousand shares for himself and members of his family, this time having to pay 34.5 for them, since Texas Gulf by that time was on its way up for fair. As it was to continue to be for days, months, and years, it closed that afternoon at 36.38. It reached a high of 58.38 later that month, and by the end of 1966, when commercial production of ore was at last underway at Kid 55, and the enormous new mine was expected to account for one-tenth of Canada's total annual production of copper in one-quarter of its total annual production of zinc, the stock was selling at over one hundred.
任何在1963年11月12日到1964年4月16日早上，甚至午饭时间之间购买德州湾（Texas Gulf）股票的人都至少赚了三倍的利润。在这个德州湾案件的审理过程中，除了案件本身正在进行之外，最引人注目的就是在邦萨尔法官面前出庭的被告们，他们各具特色，五花八门。从像克莱顿这样目光炯炯的矿业勘探者，他是一位真正的威尔士人，拥有卡迪夫大学的采矿学位，到富有活力、本性的企业大亨如福加蒂和史蒂文斯，再到德州的投机商科茨，以及精练的金融界成功人士如勒蒙德，这些人的多样性和生动性给旁观者留下了深刻的印象。
▶ 英文原文 ⏱
Anyone who had bought Texas Gulf between November 12, 1963, and the morning, or even the lunch hour of April 16, 1964, had therefore at least tripled his money. Perhaps the most arresting aspect of the Texas Gulf trial, apart from the fact that a trial was taking place at all, was the vividness and variety of the defendants who came before Judge Bonsal, ranging as they did from a hot-eyed mining prospector like Clayton, a genuine welchman with a degree in mining from the University of Cardiff, through vigorous, inherent corporate knabobs like Fogarty and Stevens, to a Texas Wheeler dealer like Coates, and a polished brahmin of finance like Le Monde.
达克在1964年4月后不久离开了Texas Gulf公司，成为了一名私人投资者。这可能表明，也可能不表明他已经成为拥有独立财富的人。他以自己是加拿大公民为理由，拒绝出庭作证，因为这使得美国法院无法传召他出庭，证券交易委员会对此表示强烈不满。然而，辩护律师讥讽地坚持称，证券交易委员会实际上很高兴达克不在场，这样原告就可以把他描绘成隐藏在幕后干坏事的魔鬼。证券交易委员会在其律师Frankie Kenamer Jr. 宣布要揭露和谴责这些被告的不当行为后，请求法院发布永久禁令，禁止Fogarty、Mollison、Clayton、Hollick、Dark、Crawford及其他几位在1963年11月8日至1964年4月15日期间购买股票或期权的公司内部人士，再次参与任何与证券买卖有关的欺诈或欺骗行为。
▶ 英文原文 ⏱
Dark, who had left Texas Gulf's employ soon after April 1964, to become a private investor, which may or may not indicate that he had become a man of independent means, declined to appear at the trial on the ground that his Canadian nationality put him beyond the reach of subpoena by the United States Court, and the SEC grieved loudly over this refusal. Defense counsel, however, scornfully insisted that the SEC was really delighted to have Dark absent, thus allowing plaintiff to paint him as Mephistopheles, hiding in the wings. The SEC, after its counsel, Frankie Kenamer Jr., had announced his intention to drag to light and pillory the misconduct of these defendants, asked the court to issue a permanent injunction forbidding Fogarty, Mollison, Clayton, Hollick, Dark, Crawford, and several other corporate insiders who had bought stock or calls between November 8, 1963, and April 15, 1964, from ever again engaging in any act, which operates or would operate as a fraud or deceit upon any person in connection with purchase or sale of securities.
进一步的是，这里涉及了一项全新的内容：请求法院命令被告向他们据称通过内幕信息购买股票或期权而欺骗的受害者进行赔偿。美国证券交易委员会（SEC）还指控4月12日发布的悲观新闻稿是故意误导性的，并要求法院禁止德州海湾公司发表任何不实的重大事实陈述或遗漏披露重大事实。抛开公司声誉损失的问题不谈，这件事的关键在于，如果这种判决被批准，可能会为任何在第一次和第二次新闻发布会之间卖掉德州海湾股票的股东提起法律诉讼打开大门。由于在此期间交易的股票数量达到了数百万股，这确实是一个关键点。
▶ 英文原文 ⏱
Further, and here it was breaking entirely new ground, it prayed that the court ordered the defendants to make restitution to the persons they had allegedly defrauded by buying stock or calls from them on the basis of inside information. The SEC also charged that the pessimistic April 12 press release was deliberately deceptive, and asked that because of it, Texas Gulf be enjoined from making any untrue statement of material fact or omitting to state a material fact. Apart from any question of loss of corporate face, the nub of the matter here, lay in the fact that such a judgment if granted, might well open the way for legal action against the company by any stockholder who had sold his Texas Gulf stock to anybody in the interim between the first press release and the second one, and since the shares that had changed hands during that period had run into the millions, it was a nub indeed.
除了法律上的细节之外，委员会主要以这样一个论点为理由来为早期内幕股票购买行为进行辩护：即十一月的第一钻孔提供的信息并没有使矿场的前景变得可靠，只是一个有可能成功的投资机会。为了支持这一论点，他们在法官面前展示了一队矿业专家，这些专家证明了第一钻孔结果的极不稳定性。有些证人甚至表示该孔眼本来很可能成为德州海湾公司的负担，而不是资产。那些在冬季购买了股票或期权的人坚称，钻孔的结果对他们的决策几乎没有影响。
▶ 英文原文 ⏱
Apart from legal technicalities, Council based its defense of the early insider stock purchases chiefly on the argument that the information yielded by the first drill hole in November had made the prospect of a workable mine not a sure thing, but only a sporting proposition. And to buttress this argument, it paraded before the judge a platoon of mining experts who testified as to the notorious fickleness of first drill holes. Some of the witnesses going so far as to say that the hole might very well have turned out to be not an asset but a liability to Texas Gulf. The people who had bought stock or calls during the winter insisted that the drill hole had had little or nothing to do with their decision.
他们当时仅仅是因为觉得德克萨斯湾的投资很好，而产生了投资的动力，克莱顿则将自己突然成为大股东的原因归结为他刚刚娶了一位富有的妻子。美国证券交易委员会（SEC）反驳道，他们有专家团队认为，第一个探矿核心就已经表明了非常有可能存在一个富矿，所以那些知晓此事的人已经掌握了一个重要的信息。SEC在庭后的一份简报中讽刺地表示，这些被告认为在矿山的存在没有被确凿证实前可以自由购买股票，就好比说，你知道一匹赛马非法服用了兴奋剂，但因为这匹马可能会在最后冲刺阶段倒下，所以在赛马中下注没有不公平之处。
▶ 英文原文 ⏱
They had been motivated simply by the feeling that Texas Gulf was a good investment at that juncture on general principles, and Clayton attributed his abrupt appearance as a substantial investor to the fact that he had just married a well-to-do wife. The SEC countered with its own parade of experts, maintaining that the nature of the first core had been such as to make the existence of a rich mine in overwhelming probability, and that therefore those privy to the facts about it had possessed a material fact. As the SEC put it saltily in a post-trial brief, the argument that the defendants were free to purchase the stock until the existence of a mine had been established beyond doubt is equivalent to saying that there is no unfairness in betting on a horse entered in a race knowing that the animal has received in illegal stimulant because in the homestretch the horse might drop dead.
这个委员会拒绝参与关于“马的比喻”的争论。至于4月12日那份悲观的公告，证交会特别指出，其主要撰写人Fogarty在发布公告时所依据的信息已经过时了近48小时，尽管当时Kid 55和Timmons在纽约之间的通讯状况相对良好。证交会还表示，对于他这种奇怪行为，最宽容的解释是Fogarty博士根本不在乎，他是否基于陈旧的信息，向德州湾的股东和公众发布了一份令人沮丧的声明。
▶ 英文原文 ⏱
This council declined to be drawn into argument on the equine analogy. As to the pessimistic April 12 release, the SEC made much of the fact that Fogarty, its chief drafter, had based it on information that was almost 48 hours old when it was issued, despite the fact that communications between Kid 55, Timmons in New York were relatively good at the time, and expressed the view that the most indulgent explanation for his strange conduct is that Dr. Fogarty simply did not care whether he gave the shareholders of Texas Gulf and the public a discouraging statement based on stale information.
将关于陈旧性的问题抛到一边，辩护方声称，这份声明准确地反映了斯蒂文斯、福加蒂、莫里森、霍利克和克莱顿对钻探状态的看法。辩护方强调，所出现的问题明显是一个判断问题，并指出公司当时处于一个特别困难和敏感的境地：如果它发布了一个过于乐观的报告，而该报告后来被证明是基于虚假的希望，那么公司同样可能因此被指控欺诈。针对最关键的问题，即从第一个钻孔获取的信息是否重要，邦萨尔法官总结认为，在这种情况下，重要性的定义必须是保守的。
▶ 英文原文 ⏱
Brushing aside the question of staleness, the defense asserted that the release accurately stated the status of the drilling in the opinion of Stevens, Fogarty, Mollison, Hollick, and Clayton, that the problem presented was obviously one of judgment and that the company had been in a particularly difficult and sensitive position in that if it had instead issued an overly optimistic report that had later proved to have been based on false hopes, it could just as well have then been accused of fraud for that. Waying the crucial question of whether the information obtained from the first drill hole had been material, Judge Bonsal concluded that the definition of materiality in such instances must be a conservative one.
他说，这其实涉及到一个公共政策问题。在我们的自由企业制度下，应该鼓励内部人士，包括董事、高管和员工，持有他们公司股票。股票持有带来的激励既有利于公司，也有利于股东。他采取了相对保守的定义，认为直到4月9日晚上，当三个汇聚的钻孔确切确认了矿床的三维性之前，没有掌握实质性信息。因此，内部人士在此日期前购买Texas Gulf股票的决定，即便基于钻探结果，也不过是完全合理合法、基于信息和判断的猜测。
▶ 英文原文 ⏱
There was, he pointed out, a question of public policy involved. It is important under our free enterprise system that insiders, including directors, officers, and employees, be encouraged to own securities of their company. The incentive that comes with stock ownership benefits both the company and the stockholders. Keeping his definition conservative, he decided that up until the evening of April 9th, when three converging drill holes positively established the three dimensionality of the ore deposit, material information had not been in hand, and the decisions of the insiders to buy Texas Gulf stock before that date, even if based on the drilling results, were no more than perfectly sporting and legal educated guesses.
一位报纸专栏作家对法官的裁定表示不同意，他评论说这些"猜测"如此有依据，以至于可以获得"最优等"荣誉。在Dark的案件中，法官发现其关联人和次级关联人在三月底最后几天大量购买股票的行为，很可能是因为从Dark那边听说Kid 55号井即将恢复钻探。然而，即便在这种情况下，根据Bonsal法官的逻辑，尚不存在实际的信息，因此这些信息既不能被利用，也不能传给他人。因此，针对所有在4月9日晚之前购买股票或期权，或向关联人提出建议的“有依据猜测者”的指控均被驳回。
▶ 英文原文 ⏱
A newspaper columnist who disagreed with the judge's finding was to remark that the guesses had been so educated as to qualify for summa cum laude. In the case of dark, the judge found that the spate of stock purchases by his tippies and subtippies on the last days of March seemed highly likely to have been instigated by word from dark that drilling at Kid 55 was about to be resumed. But even here, according to Judge Bonsal's logic, material information did not yet exist and therefore could neither be acted upon nor passed along to others. Case was therefore dismissed against all educated guessers who had bought stock or calls or made recommendations to tippies before the evening of April 9th.
克莱顿和克劳福德由于在4月15日不明智地购买或订购了股票，使事情变得不同。法官没有发现他们有意欺骗或诈骗他人的证据，但他们在明知一个大型矿藏已经被发现且次日将被宣布的情况下进行购买，换句话说，他们掌握了重要的私人信息。因此，他们被认定违反了第10b5条规定，并将在适当时候被禁止再次这样做，同时需对其在4月15日买入股票的卖家进行赔偿。当然，这是假设这些卖家能够被找到，鉴于股票交易的复杂性，并不是总能轻易确定具体和谁进行的交易。
▶ 英文原文 ⏱
With Clayton and Crawford, who had been so injudicious as to buy or order stock on April 15th, it was another matter. The judge found no evidence that they had intended to deceive or defraud anyone, but they had made their purchases with the full knowledge that a great mine had been found and that it would be announced the next day, in short, with material private information in hand. Therefore they were found to have violated Rule 10b5, and in due time would presumably be enjoined from doing such a thing again, and made to offer restitution to the persons they bought their April 15th shares from. Assuming, of course, that such persons can be found, the complexities of stock exchange trading being such that it isn't always an easy matter to figure out exactly whom one has been dealing with on any particular transaction.
在我们这个时代的法律可能近乎理想主义地保持着一种人文视角。在法律眼中，企业被视为人，证券交易所就像街角的市场买卖双方面对面讨价还价，而计算机几乎不存在。至于4月12日的新闻稿，法官事后认为它显得悲观且不完整，但他也承认它的目的在于纠正之前出现的夸张传闻，并认为证监会未能证明该新闻稿是虚假的、误导的或欺骗性的。因此，他驳回了关于德州海湾公司故意混淆其股东和公众的投诉。
▶ 英文原文 ⏱
The law in our time is, and probably ought to remain almost unrealistically humanistic. In its eyes, corporations are people, stock exchanges are street corner marketplaces where buyer and seller haggle face to face, and computers scarcely exist. As for the April 12th press release, the judge found it in retrospect gloomy and incomplete, but he acknowledged that its purpose had been the worthy one of correcting the exaggerated rumors that had been appearing, and decided that the SEC had failed to prove that it was false, misleading or deceptive. Thus, he dismissed the complaint that Texas Gulf had deliberately tried to confuse its stockholders and the public.
对美国证券交易委员会（SEC）来说，到目前为止，他们在一连串失败中迎来了两场胜利。而一个未成年人的权利，即可以放下钻机，奔向经纪公司，似乎保住了大部分神圣性，前提是他所钻的孔是系列中的第一个。然而，仍有一个问题需要解决，这个问题对股东、股票交易员以及国家经济而言，比对企业矿产勘探小组成员更为重要。这个问题涉及到科茨公司和蒙特公司的4月16日活动，其重要性在于法律界定的信息从属于内部信息到成为公共信息的确切时机。
▶ 英文原文 ⏱
To this point, it was two wins against a whole string of losses for the SEC, and the right of a minor to drop his drill and run for a brokerage office appeared to have retained most of its sanctity, provided at least that his drill hole is the first of a series. But there remained to be settled the matter that, of all those contested in the case, was of the most consequence to stockholders, stock traders, and the national economy, as opposed to the members of corporate mining exploration groups. It was the matter of the April 16th activities of Coats and the Mont, and its importance lay in the fact that it turned on the question of precisely when, in the eyes of the law, a piece of information ceases to be inside and becomes public.
这个问题以前从未经过如此严格的考验。因此，德州湾案的结果会立刻成为该领域的法律权威，直到有更复杂的案件取而代之。美国证券交易委员会（SEC）的基本立场是，Coats的股票购买和Lamont通过电话隐晦透露给Hinton的消息是非法使用内幕信息，因为这些行为是在道琼斯广播播报矿藏消息之前发生的。而这个消息是SEC的律师反复称为正式公告的内容。
▶ 英文原文 ⏱
The question had never before been subjected to anything like so exacting a test. So what came out of the Texas Gulf case would instantly become the legal authority on the subject until superseded by some even more refined case. The basic position of the SEC was that the stock purchases of Coats and the circumspect tip given by Lamont to Hinton by telephone were illegal use of inside information because they were accomplished before the announcement of the ore strike on the Dow Jones broad tape, in announcement that the SEC's lawyers kept referring to as the official one.
尽管道琼斯服务很希望得到类似的地位，但事实上除了惯例之外，它并没有从任何官方权威机构获得这样的地位。然而，美国证券交易委员会（SEC）走得更远。即使这两名董事的电话是在官方公告之后打的，SEC认为这些行为也是不当和非法的，除非给投资公众足够的时间充分理解新闻，而这些公众没有特权参加新闻发布会，甚至没有在正确的时刻看到即时信息显示。而辩护律师的看法则截然不同。在其看来，客户不管是在即时信息发布之前还是之后采取行动，都是无罪的。
▶ 英文原文 ⏱
Although the Dow Jones service, much as it might like to, derives no such status from any authority other than custom. But the SEC went further than that. Even if the two directors' telephone calls had been made after the official announcement it contended, they would have been improper and illegal unless enough time had elapsed for the news to be thoroughly absorbed by members of the investing public not privileged to attend the press conference, or even to be watching the broad tape at the right moment. Defense Council saw things rather differently. In its view, far from being culpable regardless of whether or not they had acted before or after the broad tape announcement, its clients were innocent in either case.
首先，律师们争辩说，科茨和拉蒙特有充分的理由相信消息已经传出。因为史蒂文斯在董事会会议上说，安大略省矿业部长在前一天晚上已经发布了这个消息，因此科茨和拉蒙特是出于善意行事。其次，律师继续说，由于经纪公司办公室的议论声和股票交易所早上的兴奋气氛，从某种意义上说，通过渗透和《北方矿业》杂志，这个消息实际上确实已经在股票行情传出来之前或传闻中的电话打出去之前就已经被知道了。蒙特斯的律师还辩称，他们的客户并没有建议欣顿买入德州的高尔夫股票。他只是建议他查看综合行情，根据行情给出建议，而欣顿所做的事情完全是他个人的决定。
▶ 英文原文 ⏱
In the first place, the lawyers contended, Coats and Lamont had every reason to believe the news was out, since Stevens had said during the director's meeting that it had been released by the Ontario Minister of Mines the previous evening, and therefore Coats and Lamont acted in good faith. In the second place, Council went on. What with the buzzing in brokerage offices and the early morning excitement at the stock exchange to all intents and purposes the news really was out, via osmosis and the Northern Minor, considerably before it appeared on the ticker or before the mooted telephone calls were made. The Montes lawyers argued that their client hadn't advised Hinton to buy a Texas golf stock anyway. He'd merely advised him to look at the broad tape, enact his innocent to recommend as to perform, and what Hinton had done then had been entirely on his own hook.
在某些方面，双方律师既无法就是否违反了规则达成共识，也无法就这些规则本身是什么达成共识。事实上，辩方认为，美国证券交易委员会（SEC）要求法院制定新规则并追溯适用，而原告则坚称他只是要求广泛适用旧规则10b5，体现公平竞争的精神。审判接近尾声时，拉蒙特的律师们猛力出招，引起了法庭轰动，他们出人意料地展示了一件新证据——一张精美的美国地图，上面插着各种颜色的旗帜：蓝色、红色、绿色、金色和银色。律师们宣布，每面旗帜都标示着德克萨斯州高尔夫新闻在拉蒙特采取行动之前或新闻上广泛传播前已经传播到的地方。
▶ 英文原文 ⏱
In some, the lawyers for the two sides could agree on neither whether the rules had been violated nor what the rules actually were. Indeed, it was one of the defence's contentions that the SEC was asking the court to write new rules and then apply them retroactively, while the plaintiff insisted that he was merely asking that an old rule, 10b5, be applied broadly, in the spirit of the Marquis of Queensbury. Near the end of the trial, Lamont's lawyers, bearing down hard, created a courtroom sensation by introducing a surprise exhibit, a large elaborate map of the United States, dotted with coloured flags, some blue, some red, some green, some gold, some silver. Each flag, the lawyers announced, denoting a place where the Texas golf news had been disseminated before Lamont had acted or had reached the broad tape.
在质询中发现，除了八个以外，所有旗子都代表着美林证券公司（Merrill Lynch, Pierce, Fennor, and Smith）的办公室，该公司的内部电话在10:29传递了这个消息。不过，尽管这个信息传播范围非常有限，这减少了地图的法律效力，但它对法官的视觉冲击似乎并没有减弱。“这真是太美了，”他感叹道，而证券交易委员会（SEC）的官员则懊恼不已。当其中一位自豪的辩护律师注意到地图上遗漏了几个位置，并指出应该有更多旗子时，邦萨尔法官仍然困惑地摇了摇头，说他担心这行不通，因为已知的颜色似乎都已经用完了。拉蒙特在给辛顿打电话后，等了将近两个小时才于12:33为自己和家人购买股票，这种谨慎并未令证券交易委员会印象深刻。在这里，委员会采取了最具前瞻性的立场，要求法官做出一个大胆进入未来法律领域的判决。
▶ 英文原文 ⏱
On questioning, it came out that all but eight of the flags represented offices of the brokerage firm of Merrill Lynch, Pierce, Fennor, and Smith, on whose inner office wire the news had been carried at 1029. But while this revelation of the highly limited scope of the dissemination may have mitigated the legal force of the map, it apparently did not mitigate the aesthetic impression on the judge. "'Isn't that beautiful,' he exclaimed, while the SEC man fumed in chagrin, and when one of the proud defense lawyers noticed a couple of locations on the map that had been overlooked and pointed out that there should really be even more flags, Judge Bonsal still bemused, shook his head and said, he was afraid that wouldn't work, since all known colours seemed to have been used already. Lamont's fastidiousness in waiting until 1233, almost two hours after his call to Hinton before he bought stock for himself and his family, left the SEC unimpressed, and it was here that the commission took its most avant-garde stand and asked the judge for a decision that would forge most fearlessly into the legal jungles of the future.
根据美国证券交易委员会（SEC）文件中的说明，该委员会的立场是，即使公司信息已经在新闻媒体上发布，内幕人士仍然有责任不进行证券交易，直到证券行业、股东和投资公众有足够的时间来评估该信息并做出明智的投资决策。内幕人士必须至少等待到信息可能已传达到关注市场的普通金融投资者，他们有一些时间来考虑。这在Texas Gulf案中，SEC认为，从广播播出开始的一个小时三十九分钟内，并不足够评估，因为这一点在Texas Gulf股票价格的巨大上涨几乎刚刚开始时得到了证明，因此Le Mans 1233的购买行为违反了《证券交易法》。
▶ 英文原文 ⏱
As the stand was set forth in the SEC briefs, it is the commission's position that even after corporate information has been published in the news media, insiders are still under a duty to refrain from securities transactions until there had elapsed a reasonable amount of time in which the securities industry, the shareholders, and the investing public can evaluate the development and make informed investment decisions. Insiders must wait at least until the information is likely to have reached the average in the financial investor who follows the market and he has had some opportunity to consider it. In the Texas Gulf case, the SEC argued, one hour and thirty-nine minutes after the start of the broad tape transmission was not long enough for that evaluation, as evidenced by the fact that the enormous rise in the price of Texas Gulf stock had hardly more than started by that time, and therefore Le Mans 1233 purchases had violated the Securities Exchange Act.
那么，美国证券交易委员会（SEC）认为合理的等待时间是多少呢？这会根据具体情况而有所不同。SEC的律师肯·内梅尔在总结时说，这取决于内幕信息的性质。例如，股息削减的消息可能会在很短的时间内被即便是最不关注市场的投资者消化，而像德克萨斯湾这样的不寻常且复杂的信息可能需要几天甚至更长时间才能理解。肯·内梅尔表示，要制定一套适用于所有类似情况的固定规则几乎是不可能的。因此，在美国证券交易委员会的规定中，内部人员要想知道在购买公司股票之前是否等待了足够长的时间，只能等到被传唤上法庭，看法官如何判决。
▶ 英文原文 ⏱
What then did the SEC think would be a reasonable amount of time? That would vary from case to case. The SEC's counsel Ken Namer said in his summation, according to the nature of the inside information. For example, word of a dividend cut would probably percolate through the dullest investor's brain in a very short time, while a piece of news is unusual and abstruse as Texas Gulfs might take days or even longer. It would, Ken Namer said, be a nearly impossible task to formulate a rigid set of rules that would apply in all situations of this sort. Therefore, in the SEC's canon, the only way an insider could find out whether he had waited long enough before buying his company stock was by being hailed into court in seeing what the judge would decide.
勒芒的律师，由S. Hazard Gillespie带领，以同样的热情（如果不是带着愉悦的话）对待这个立场，就像他们以前在地图绘制上的表现一样。Gillespie首先表示，美国证券交易委员会（SEC）认为Coats给Hamissegger的电话和勒芒给Hinton的电话是错误的，因为这些电话是在公告发布之前拨打的。随后，美国证券交易委员会又声称勒芒在公告发布后进行的股票购买也是错误的，因为购买时间不够长。若这两个明显相反的行为都是欺诈，那么正确的行为是什么呢？美国证券交易委员会似乎希望根据情况随意制定规则，或者更确切地说，让法院来制定规则。
▶ 英文原文 ⏱
Le Mans counsel led by S. Hazard Gillespie went after this stand with the same zeal, if not actually glee, that had marked its foray into cartography. First, Gillespie said, the SEC had contended that Coats' call to Hamissegger and Le Mans to Hinton had been wrong because they had been made before the broad tape announcement. Then, it had said that Le Mans later stock purchase had been wrong because it had been made after the announcement, but not long enough after. If these apparently opposite courses of action were both fraud, what was right conduct? The SEC seemed to want to have the rules made up as it went along, or rather to have the courts make them up.
吉勒斯皮更正式地指出，美国证券交易委员会（SEC）要求法院制定一个合理的规则，并将其追溯适用于判定勒芒先生因其自认为完全适当的行为而犯有欺诈罪。法官邦西尔同意这种说法行不通，同时也不认同SEC所说的消息在公布时就已为大众所知。他采取了更狭隘的观点，认为根据法律先例，关键时刻是新闻稿被宣读和交给记者的时候，尽管在那之后相当长的一段时间里，几乎没有外界人士，或者说几乎没有人，知道这件事。
▶ 英文原文 ⏱
As Gillespie put the matter more formally, the SEC was asking the court to write a rule judiciously and to apply it retroactively to adjudicate Mr. Le Mans guilty of fraud because of conduct which he reasonably believed to be entirely proper. It wouldn't stand up, Judge Bonsill agreed, and for that matter neither would the SEC's contention that the time of the broad tape transmission had been the time when the news had become public. He took the narrower view that, based on legal precedent, the controlling moment had been the one when the press release had been read and handed to the reporters, even though hardly any outsider, that is, hardly anybody at all, had none of it for some time afterward.
邦西尔法官对这一发现的影响感到难以置信的困扰，他补充说，正如委员会所主张的，或许应该制定一个更有效的规则来防止内部人员在信息公布后但尚未被公众消化之前进行交易。但他认为，制定这样的规则不是他的职责，也不认为由他来决定勒曼斯是否在下达1233订单前等得够久。如果由法官来做出这样的判断，他表示，这只会导致不确定性。一个案件的判决不能控制具有不同事实的另一个案件。
▶ 英文原文 ⏱
Unbelievably troubled by the implications of this finding, Judge Bonsill added that it may be, as the commission contends, that a more effective rule should be established to preclude insiders from acting on information after it has been announced, but before it has been absorbed by the public. But he didn't think it was up to him to write such a rule, nor did he think it was up to him to determine whether or not Le Mans had waited long enough before placing his 1233 order. If it were left at judges to make such determinations, he said, this could only lead to uncertainty. A decision in one case would not control another case with different facts.
没有内部人士能确定自己是否等待了足够长的时间。如果要确定一个等待期，最合适的做法是由委员会来决定。没有人愿意冒险去敲响警钟，而对“mott”中的“coats”的投诉已被驳回。美国证券交易委员会（SEC）对所有驳回的案件提出了上诉，而克莱顿·克劳福德则是唯一被判违反《证券交易法》的两名被告，他们对判决提出了上诉。在其上诉书中，委员会详细审查了证据，并向巡回法院建议，博萨尔法官在其解释中可能存在错误。而克莱顿和克劳福德的辩护状则集中在该判决中隐含的理论可能带来的负面影响。
▶ 英文原文 ⏱
No insider would know whether he had waited long enough. If a waiting period is to be fixed, this could be most appropriately done by the commission. No one would bell the cat, and the complaints against coats in the mott were dismissed. The SEC appealed all the dismissals, and Clayton Crawford, the only two defendants found to have violated the Securities Exchange Act, appealed the judgments against them. In its appeal brief, the commission painstakingly reviewed the evidence and suggested to the Circuit Court that Judge Bonsal had heard in his interpretation of it, while the defense brief for Clayton and Crawford concentrated on the possibly detrimental effects of the doctrine implied in the finding against them.
这个观点是否意味着，每一个尽职调查某家公司鲜为人知的事实，并向客户推荐该公司股票的证券分析师，可能被认为因为他的勤勉而在分发相关信息时成为内幕人士？这是否可能会抑制公司员工的投资，并阻碍企业信息向投资者的流动？也许是这样的。无论如何，在1968年8月，美国第二巡回上诉法院做出了判决，几乎完全推翻了Bonsal法官的所有判决，除了对Crawford和Clayton的判决仍然维持原判。
▶ 英文原文 ⏱
Might not the doctrine mean, for example, that every security analyst who does his best to ferret out little known facts about a particular company and then recommends that company's stock to his customers as he is paid to do, could be judged an insider in properly distributing tips precisely because of his diligence? Might it not tend to stifle investment by corporate personnel and impede the flow of corporate information to investors? Perhaps so. At all events, in August 1968, the U.S. Court of Appeals for the Second Circuit handed down a decision which flatly reversed Judge Bonsal's findings on just about every score, except the findings against Crawford and Clayton, which were affirmed.
上诉法院判定，最初的11月钻孔提供了有关有价值矿床的实质证据，因此，Fogarty、Molison、Dark、Holic以及所有在冬季购买德州高尔夫股票或期权的内部人士都涉嫌违法。他们在4月12日发布的消极新闻稿措辞模糊，可能具有误导性，并且Coats马上在4月16日新闻发布会之后下单的行为是不当且非法的。只有Lamont，他因在下级法院判决后不久去世而被撤销指控，以及德州高尔夫办公室经理John Murray仍被判无罪。
▶ 英文原文 ⏱
The appeals court found that the original November drill hole had provided material evidence of a valuable ore deposit, and that therefore, Fogarty, Molison, Dark, Holic, and all other insiders who had bought Texas golf stock or calls on it during the winter were guilty of violations of the law, that the gloomy April 12 press release had been ambiguous and perhaps misleading, and that coats had improperly and illegally jumped the gun in placing his orders right after the April 16 press conference. Only Lamont, the charges against whom had been dropped following his death shortly after the lower court decision, and a Texas golf office manager John Murray remained exonerated.
这项决定对美国证券交易委员会来说是一场著名的胜利，而华尔街的第一反应则是担心会导致极大的混乱。若进一步向最高法院上诉，至少结果会是一个有趣的实验。这将是世界历史上第一次，华尔街必须努力尝试在没有额外优势的情况下运作股市。
▶ 英文原文 ⏱
The decision was a famous victory for the SEC, and the first reaction of Wall Street was to cry out that it would make for utter confusion. Using further appeals to the Supreme Court, it would at least result in an interesting experiment. For the first time in the history of the world, the effort would have to be made in Wall Street to conduct a stock market without the use of a stacked deck.