Business Associations Keyed to Hamilton
J.I. Case Co. v. Borak
Facts
A proposal of merger was submitted to the shareholders for their approval by the management of J.I. Case Co. (D). In connection with this proposal and in support of the merger, management solicited shareholder proxies. Borak (P) argued that the proxy solicitations were false and misleading, which violated § 14(a) of the Securities Exchange Act. He sought rescission of the consummated merger plus damages for himself and all other shareholders in a similar situation and any other equitable relief appropriate. The trial court held that the federal statute authorized declaratory relief only, and any other remedies would have to be sought under state law. The court set $75,000 for the posting of security for expenses, as required by the applicable Wisconsin statute. Borak (P) refused to post the security, and all counts of the complaint were dismissed except the portion that would result in a judgment of declaratory relief. Borak (P) appealed, arguing that the Securities Exchange Act authorized a private right of action by implication and that he was not limited to the state courts for other than declaratory relief.
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