concurring in the judgment.
The Supreme Court in Chiarella v. United States declared that liability for non-disclosure of material information under the federal securities laws cannot be enforced absent a duty to speak. 445 U.S. 222, 235, 100 S.Ct. 1108, 1118, 63 L.Ed.2d 348 (1980). In Pittsburgh Terminal Corp. v. Baltimore & Ohio R.R., 680 F.2d 933 (3d Cir.1982), a divided panel of this Court held that Rule 10b-17, 17 C.F.R. § 240.10b-17 (1982) established such a duty, and imposed liability on The Baltimore and Ohio Railroad for failure to notify its convertible debenture holders of the Mid-Allegheny Corporation dividend prior to the declaration of that dividend on December 13, 1977. As I explained in dissent, I believe that Rule 10b-17 was promulgated for an entirely different purpose, not intended to deal with the situation presented in Pittsburgh Terminal, and thus cannot impose a duty to disclose pending dividends which may affect the value of the conversion feature of convertible debentures. Pittsburgh Terminal Corp. v. Baltimore & O.R.Co., supra, 680 F.2d at 953-954.
The Pittsburgh Terminal defendants filed a petition for rehearing en banc, which was denied. They subsequently filed a petition for certiorari in the Supreme Court, which was also denied. B. & O. R.R. Co. v. Pittsburgh Term. Corp., - U.S. -, 103 S.Ct. 476, 74 L.Ed.2d 621 (1982). In light of these *732events, I am now satisfied that the panel’s interpretation in Pittsburgh Terminal is the law of this Circuit. I continue to believe that the dissent in that case was correct and to hope that this Court or the Supreme Court will eventually reject the majority’s analysis. This is, however, not an appropriate situation in which to attempt to vindicate my position, since such an effort could compromise judicial integrity and cause confusion. I therefore reach the question whether the cause of action recognized in that case was automatically assigned to those who purchased the convertible debentures with knowledge of the Mid-Allegheny dividend.
For reasons advanced by Judge Garth, I agree that federal law governs the assignability of causes of action arising under the federal securities laws, and that federal law does not provide for the automatic assignment of such causes of action. The securities laws were enacted to protect investors from the fraudulent manipulation of the securities markets, not to encourage windfall profits arising out of speculation in lawsuits.
I also agree that it would be inappropriate for this Court to decide at this time whether state law causes of action which may or may not exist were automatically assigned to the Lowry plaintiffs at the time they purchased their B & 0 convertible debentures. These are issues that should be decided in the first instance by the district court, if it has diversity jurisdiction or if it decides to exercise pendent jurisdiction over those state claims that may be asserted on remand.1
. Cf. Newark Morning Ledger Co. v. United States, 539 F.2d 929, 932 (3d Cir.1976).
. In his Pittsburgh Terminal opinion announcing the judgment of the court, Judge Gibbons predicated B & O’s duty to disclose on other grounds as well, but Judge Garth concurred only as to liability under Rule 10b-17. Judge Adams, the third panel member, dissented.