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Business Associations Keyed to Coffee, 9th Ed.
Mills v. Electric Auto-Lite Co.
Citation:
396 U.S. 375 (1970)Facts
In 1963, Electric Auto-Lite Company merged with Mergenthaler Linotype Company. Before the merger, Mergenthaler owned over 50% of Auto-Lite’s common stock and had controlled Auto-Lite for two years. American Manufacturing owned about one-third of Mergenthaler’s shares and controlled both Mergenthaler and Auto-Lite. The proxy statement sent to Auto-Lite shareholders recommended approval of the merger but failed to disclose that all eleven Auto-Lite directors were nominees of Mergenthaler and under its control. The merger required approval by two-thirds of Auto-Lite shares, and the defendants controlled only 54%. At the shareholders’ meeting, approximately 950,000 shares (out of 1,160,000 outstanding) voted for the merger, including 317,000 votes obtained by proxy from minority shareholders, which were necessary for the merger’s approval. Plaintiffs brought suit alleging violations of Section 14(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9.
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