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Corporations Keyed to O’Kelley
TSC Industries, Inc. v. Northway, Inc.
Citation:
426 U.S. 438 (1976)Facts
The lawsuit arose out of an individual shareholder’s challenge to a proxy statement in advance of shareholder approval of a merger. In February 1969, National Industries acquired 34 percent of TSC’s voting securities by purchase from the firm’s founding family. Thereafter five National nominees were placed on TSC’s ten-person board. In October, the TSC board, with the National nominees abstaining, approved a proposal to sell all of TSC’s assets to National and then liquidate TSC, with TSC shareholders to receive preferred stock and warrants from National. Northway claimed that the proxy solicitation leading to the successful shareholder approval of the plan omitted material facts relating to the degree of National’s control over TSC.
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