case
borak
argued
decided
june
respondent
stockholder
petitioner
company
brought
civil
action
federal
deprivation
stockholders
rights
reason
merger
involving
company
allegedly
effected
use
false
misleading
proxy
statement
complaint
two
counts
one
based
diversity
claiming
breach
directors
fiduciary
duty
stockholders
alleging
violation
securities
exchange
act
district
held
private
suit
grant
declaratory
relief
act
second
count
state
statute
requiring
security
expenses
derivative
actions
applied
everything
part
count
seeking
declaratory
judgment
appeals
reversed
holding
state
law
inapplicable
district
power
grant
remedial
relief
held
private
suits
permissible
violation
derivative
direct
causes
pp
federal
courts
provide
remedies
required
carry
congressional
purpose
protecting
federal
rights
pp
remedies
limited
prospective
declaratory
relief
overriding
federal
law
controls
measure
redress
character
right
remains
federal
although
state
law
questions
must
also
decided
determination
remedy
case
must
await
trial
merits
malcolm
whyte
argued
cause
petitioner
case
briefs
robert
harland
walter
davis
argued
cause
petitioners
barr
et
al
brief
clark
robertson
maxwell
manzer
ray
mccann
alex
elson
argued
cause
respondent
brief
arnold
shure
willard
lassers
aaron
wolff
bruno
bitker
philip
loomis
special
leave
argued
cause
securities
exchange
commission
amicus
curiae
urging
affirmance
brief
solicitor
general
cox
stephen
pollak
david
ferber
justice
clark
delivered
opinion
civil
action
brought
respondent
stockholder
petitioner
case
company
charging
deprivation
rights
respondent
shareholders
reason
merger
case
american
tractor
corporation
alleged
merger
effected
circulation
false
misleading
proxy
statement
proposing
merger
complaint
two
counts
first
based
diversity
claiming
breach
directors
fiduciary
duty
stockholders
second
count
alleged
violation
securities
exchange
act
reference
proxy
solicitation
material
trial
held
count
power
redress
alleged
violations
act
limited
solely
granting
declaratory
relief
thereon
act
held
wis
requires
posting
security
expenses
derivative
actions
applicable
counts
except
portion
count
requesting
declaratory
relief
ordered
respondent
furnish
bond
amount
thereunder
upon
failure
dismissed
complaint
save
part
count
seeking
declaratory
judgment
interlocutory
appeal
appeals
reversed
counts
holding
district
power
grant
remedial
relief
wisconsin
statute
applicable
granted
certiorari
consider
question
whether
act
authorizes
federal
cause
action
rescission
damages
corporate
stockholder
respect
consummated
merger
authorized
pursuant
use
proxy
statement
alleged
contain
false
misleading
statements
violative
act
sole
question
raised
petitioners
petition
certiorari
consider
questions
subsequently
presented
see
rule
local
brotherhood
carpenters
labor
board
irvine
california
respondent
owner
shares
common
stock
case
acquired
prior
merger
brought
suit
based
diversity
jurisdiction
seeking
enjoin
proposed
merger
case
american
tractor
corporation
atc
various
grounds
including
breach
fiduciary
duties
case
directors
among
management
case
atc
misrepresentations
contained
material
circulated
obtain
proxies
injunction
denied
merger
thereafter
consummated
subsequently
successive
amended
complaints
filed
case
heard
aforesaid
complaint
claims
pertinent
asserted
violation
securities
exchange
act
predicated
diversity
jurisdiction
well
act
alleged
petitioners
predecessors
solicited
permitted
names
used
solicitation
proxies
case
stockholders
use
special
stockholders
meeting
proposed
merger
atc
voted
upon
proxy
solicitation
material
circulated
false
misleading
violation
act
rule
commission
promulgated
thereunder
merger
approved
meeting
small
margin
votes
thereafter
consummated
merger
approved
false
misleading
statements
proxy
solicitation
material
case
stockholders
damaged
thereby
respondent
sought
judgment
holding
merger
void
damages
stockholders
similarly
situated
well
relief
equity
shall
require
district
ruled
wisconsin
security
expenses
statute
apply
count
since
arose
federal
law
however
found
jurisdiction
limited
declaratory
relief
private
opposed
government
suit
alleging
violation
act
since
additional
equitable
relief
damages
prayed
respondent
therefore
available
state
law
ruled
claims
subject
security
expenses
statute
setting
amount
security
upon
representation
counsel
security
posted
dismissed
complaint
save
portion
count
seeking
declaration
proxy
solicitation
material
false
misleading
proxies
hence
merger
void
ii
appears
clear
private
parties
right
bring
suit
violation
act
indeed
section
specifically
grants
appropriate
district
courts
jurisdiction
suits
equity
actions
law
brought
enforce
liability
duty
created
act
petitioners
make
concessions
however
emphasizing
congress
made
specific
reference
private
right
action
event
right
extend
derivative
suits
limited
prospective
relief
addition
petitioners
argue
merger
dissolved
fraudulent
issues
upon
proxy
material
bear
causal
relationship
proxy
material
merger
questions
fact
resolved
trial
therefore
discuss
point
iii
respondent
contends
count
claim
derivative
one
need
embrace
view
believe
right
action
exists
derivative
direct
causes
purpose
prevent
management
others
obtaining
authorization
corporate
action
means
deceptive
inadequate
disclosure
proxy
solicitation
section
stemmed
congressional
belief
air
corporate
suffrage
important
right
attach
every
equity
security
bought
public
exchange
intended
control
conditions
proxies
may
solicited
view
preventing
recurrence
abuses
frustrated
free
exercise
voting
rights
stockholders
often
proxies
solicited
without
explanation
stockholder
real
nature
questions
authority
cast
vote
sought
broad
remedial
purposes
evidenced
language
section
makes
unlawful
person
solicit
permit
use
name
solicit
proxy
consent
authorization
respect
security
registered
national
securities
exchange
contravention
rules
regulations
commission
may
prescribe
necessary
appropriate
public
interest
protection
investors
italics
supplied
language
makes
specific
reference
private
right
action
among
chief
purposes
protection
investors
certainly
implies
availability
judicial
relief
necessary
achieve
result
injury
stockholder
suffers
corporate
action
pursuant
deceptive
proxy
solicitation
ordinarily
flows
damage
done
corporation
rather
damage
inflicted
directly
upon
stockholder
damage
suffered
results
deceit
practiced
alone
rather
deceit
practiced
stockholders
group
hold
derivative
actions
within
sweep
section
therefore
tantamount
denial
private
relief
private
enforcement
proxy
rules
provides
necessary
supplement
commission
action
antitrust
treble
damage
litigation
possibility
civil
damages
injunctive
relief
serves
effective
weapon
enforcement
proxy
requirements
commission
advises
examines
proxy
statements
annually
must
necessarily
expedited
time
permit
independent
examination
facts
set
proxy
material
results
commission
acceptance
representations
contained
therein
face
value
unless
contrary
material
file
indeed
allegations
respondent
complaint
proxy
material
failed
disclose
alleged
unlawful
market
manipulation
stock
atc
unlawful
manipulation
apparent
commission
merger
therefore
believe
circumstances
duty
courts
alert
provide
remedies
necessary
make
effective
congressional
purpose
said
sola
electric
jefferson
electric
federal
statute
condemns
act
unlawful
extent
nature
legal
consequences
condemnation
though
left
statute
judicial
determination
nevertheless
federal
questions
answers
derived
statute
federal
policy
adopted
power
enforce
implies
power
make
effective
right
recovery
afforded
act
power
make
right
recovery
effective
implies
power
utilize
procedures
actions
normally
available
litigant
according
exigencies
particular
case
find
merit
contention
remedies
limited
prospective
relief
position
taken
dann
held
preponderance
questions
state
law
interpreted
applied
order
grant
relief
sought
great
federal
question
involved
really
negligible
comparison
believe
overriding
federal
law
applicable
facts
required
control
appropriateness
redress
despite
provisions
state
corporation
law
uncommon
federal
courts
fashion
federal
law
federal
rights
concerned
textile
workers
lincoln
mills
addition
fact
questions
state
law
must
decided
change
character
right
remains
federal
chief
justice
marshall
said
osborn
bank
wheat
sufficient
withdraw
case
jurisdiction
federal
courts
almost
every
case
although
involving
construction
law
withdrawn
iv
finding
federal
courts
power
grant
necessary
remedial
relief
construed
indication
believe
necessary
appropriate
relief
case
concerned
determination
federal
jurisdiction
purpose
exist
whatever
remedy
necessary
must
await
trial
merits
contentions
petitioners
denied
affirmed
footnotes
section
act
stat
provides
part
district
courts
district
columbia
courts
territory
place
subject
jurisdiction
shall
exclusive
jurisdiction
violations
title
rules
regulations
thereunder
suits
equity
actions
law
brought
enforce
liability
duty
created
title
rules
regulations
thereunder
criminal
proceeding
may
brought
district
wherein
act
transaction
constituting
violation
occurred
suit
action
enforce
liability
duty
created
title
rules
regulations
thereunder
enjoin
violation
title
rules
regulations
may
brought
district
district
wherein
defendant
found
inhabitant
transacts
business
process
cases
may
served
district
defendant
inhabitant
wherever
defendant
may
found
phrasing
questions
presented
need
identical
set
forth
jurisdictional
statement
petition
certiorari
brief
may
raise
additional
questions
change
substance
questions
already
presented
documents
questions
presented
according
paragraph
disregarded
save
option
may
notice
plain
error
presented
cfr
provides
false
misleading
statements
solicitation
subject
shall
made
means
proxy
statement
form
proxy
notice
meeting
communication
written
oral
containing
statement
time
light
circumstances
made
false
misleading
respect
material
fact
omits
state
material
fact
necessary
order
make
statements
therein
false
misleading
necessary
correct
statement
earlier
communication
respect
solicitation
proxy
meeting
subject
matter
become
false
misleading