Corporations Keyed to Hamilton
TSC Industries, Inc. v. Northway, Inc
Facts
Petitioners issued a joint proxy statement to their shareholders proposing the liquidation of Petitioner TSC’s assets and their sale to Petitioner National. The proposal was accepted and Petitioner TSC was dissolved. Respondent, a shareholder of Petitioner TSC, brought suit against Petitioners for violating Rule 14a-3 of the Act by omitting from the proxy statement that Petitioner National would gain control of Petitioner TSC by the transfer of Respondent’s shares to Petitioner National. Respondent also stated that Petitioners violated Rule 14a-9 of the Act by omitting the material facts of Petitioner National’s control of Petitioner TSC and how favorable the terms of the proposed dissolution of Petitioner TSC would be to the shareholders. The Court of Appeals for the Seventh Circuit upheld the denial of summary judgment for the alleged violation of Rule 14a-3 of the Act, but reversed the denial of summary judgment for the alleged violation of Rule 14a-3 of the Act because the omissions by Petitioners, as a matter of law, were material.
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