Nos. 81, 82, Dockets 72-1373, 72-1375.United States Court of Appeals, Second Circuit.Submitted April 21, 1975.
Decided May 2, 1975.
Wolf, Popper, Ross, Wolf Jones, New York City (Donald N. Ruby, New York City, of counsel), for plaintiffs-appellants.
Simpson, Thacher Bartlett, New York City (James J. Hagan, New York City, of counsel), for defendants-appellees.
Appeal from the United States District Court for the Southern District of New York.
Before KAUFMAN, Chief Judge, and WATERMAN and SMITH, Circuit Judges.
 This case returns to us after an extraordinary journey. In Schein v. Chasen, 478 F.2d 817 (2d Cir. 1973), we reversed the judgment of the trial court dismissing plaintiffs’ shareholder derivative suit. (Kaufman, C. J., dissenting). The majority concluded, under Florida law, that investors who sell stock on the basis of inside information provided by a stockbroker — who in turn received the information from the president of the issuer corporation — may be liable to the corporation in a shareholder derivative action. They also found that the stockbroker who relayed the information could be held liable. The Supreme Court vacated our judgment, Lehman Brothers v. Schein, 416 U.S. 386, 94 S.Ct. 1741, 40
L.Ed.2d 215 (1974) so that this court might consider certifying the controlling issues of Florida law to the Supreme Court of Florida for determination.
 Pursuant to that direction, we issued the following certificate to the Supreme Court of Florida, see § 25.031, Florida Statutes, and Florida Appellate Rule 4.61:
 Statement of Facts:
 A complete discussion of the facts as alleged in the two complaints can be found in the opinion of this Court [478 F.2d 817
(2d Cir. 1973)].
 Questions to be certified:
1. Are investors, who sell stock on the basis of inside information about the issuer corporation which they received from a stockbroker who in turn received the information from the president of the issuer corporation, liable to the corporation in a shareholder derivative suit under Florida law for the profits realized by the investors on the sale of that stock?
2. Is the stockbroker, who relayed the material information from the president of the issuing corporation to the investors, jointly and severally liable with them for the profits realized on the sale in a shareholder’s derivative suit under Florida law?
 The Florida Supreme Court, in a decision appended to this opinion, answered the questions certified as follows:
. . . [W]e find that the rationale of Judge Kaufman in his dissent [478 F.2d at 825-29], and the opinion of the United States District Court [Gildenhorn v. Lum’s Inc., 335 F.Supp. 329 (S.D.N.Y. 1971)] comport with Florida law and we would approve Judge Kaufman’s reasoning as dispositive of the issues presented sub judice which we answer in the negative.
 Since the resolution of these issues disposes of the controversy originally before us, we affirm the judgment below.
“As we said in Blau v. Lehman, 368 U.S. 403, 411, 82 S.Ct. 451, 456, 7 L.Ed.2d 403, one `may agree that . . . the Commission present[s] persuasive policy arguments that the Act should be broadened . . . to prevent `the unfair use of information’ more effectively than can be accomplished by leaving the Act so as to require forfeiture of profits only by those specifically designated by Congress to suffer those losses.’ But we are not free to adopt a construction that not only strains, but flatly contradicts, the words of the statute.”
See Haberman v. Murchison, 468 F.2d 1305 (U.S.C.A.2d Cir., 1972). Cf. Fordham Law Review, 480 Notes, 1970 Wisconsin Law Review 576 Notes.
 ENGLAND, Justice (concurring specially).
 I would answer both certified questions in the negative on the narrow grounds (i) that Florida law requires an allegation of corporate damage as a predicate to the maintenance of a shareholder’s derivative suit, and (ii) that an action for civil damages must allege more than merely speculative damages. In this case plaintiffs’ allegation of damage is to the effect that Lum’s, Inc. sustained immeasurable damages as a result of open market transactions in its stock by defendant-tippee investor, acting on inside information furnished by defendant-tipped stockbroker. It is speculative at best to find corporate financial loss in the market price depression occasioned by these transactions.
(3d Dist.Ct.App.Fla. 1968); Palma v. Zerbey, 189 So.2d 510 (3d Dist.Ct.App.Fla. 1966), cert. denied, 200 So.2d 814 (Fla. 1967); Citizens Nat’l Bank v. Peters, 175 So.2d 54 (2d Dist.Ct.App.Fla. 1965); Maronek v. Atlantis Hotel, Inc., 148 So.2d 721
(3d Dist.Ct.App.Fla. 1963); James Talcott, Inc. v. McDowell, 148 So.2d 36 (3d Dist.Ct.App.Fla. 1962).