Corporations Keyed to Hamilton
J.I. Case Co. v. Borak
Facts
Respondent held 2,000 shares of Petitioner company. Petitioner released a misleading proxy statement concerning an upcoming merger. Respondent was unsuccessful in gaining an injunction to prevent a merger based upon the proxy statement, and therefore sued for a rescission of the merger and damages due to the misleading statement. Respondent cited Section: 27 for jurisdiction to file a Section: 14(a) claim. Petitioner asserts that Congress did not expressly provide a private right of action under Section: 14(a), and that the merger could only be dissolved based upon a fraudulent or non-beneficial claim. The District court dismissed the case, but the Appellate allowed the action to go forward.
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