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Corporations Keyed to O’Kelley
Wilson v. Great American Industries, Inc.
Citation:
979 F.2d 924 (1992)Facts
Plaintiffs claim that the material misstatements induced them to exchange their shares of Chenango common stock for new preferred stock in Great American. Defendants are Great American, Chenango, and various officers, directors and attorneys connected with those two corporations. Defendants at the time of the merger owned 73 percent of Chenango’s stock, well over the two thirds necessary under New York law to approve a corporate merger. Because Chenango stock was registered under the Securities Exchange Act of 1934, defendants were also required to provide shareholders with an information statement. Nonetheless, defendants mailed out joint proxy and registration statements seeking Chenango minority shareholders’ approval of the merger.
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