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Mills v. Electric Auto-Lite Co.
Citation:
396 U.S. 375 (1970).Facts
Auto-Lite made a decision to merge with Mergenthaler. Mergenthaler owned over 50% of the outstanding shares in Auto-Lite and had been in control of Auto-Lite for two years. Mergenthaler was one-third owned by American Manufacturing which had been in voting control of Mergenthaler for two years and was, through Mergenthaler, in control of Auto-Lite.
In its proxy statement, Auto-Lite informed its shareholders that its board of directors recommended approval of the merger with Mergenthaler. However, the proxy statement failed to inform the shareholders that 11 of its directors were nominees of Mergenthaler.
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