Business Associations Keyed to Hamilton
TSC Indus., Inc. v. Northway, Inc.
Following National’s acquisition of 34 percent of TSC Indus., Inc.’s (TSC) (Defendant) stock, Defendant’s Board of Directors approved a proposal to liquidate and sell all of Defendant’s assets to National by way of an exchange of stock. The National nominees to the Board did not vote. Northway, Inc. (Plaintiff), a TSC (Defendant) stockholder, brought suit claiming the resulting proxy solicitation violated § 14a-9 of the Securities Exchange Act of 1934, which prohibits the use of proxy statements that are false or misleading with respect to the presentation or omission of material facts. The alleged material omission in this case involved the failure to reveal the degree of National’s control over Defendant. Plaintiff’s motion for summary judgment was denied by the district court, however the court of appeals reversed and granted partial summary judgment on the ground that the omitted facts were material as a matter of law. The court reasoned in doing so that any fact a reasonable shareholder would possibly consider important was material. Defendant appealed.
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