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GERSTLE v. GAMBLE-SKOGMO, INC.

Nos. 604, 605, Dockets 72-2259, 72-2345.

478 F.2d 1281 (1973)

Gustave GERSTLE et al., Plaintiffs-Appellees (Cross-Appellants), v. GAMBLE-SKOGMO, INC., Defendant-Appellant (Cross-Appellee).

United States Court of Appeals, Second Circuit.

Decided May 9, 1973.

Attorney(s) appearing for the Case

Emanuel Becker, Becker Schreiber & Gordon, New York City, for plaintiffs-appellees (cross-appellants).

John F. Arning, New York City (Charles W. Sullivan, and Sullivan & Cromwell, New York City, of counsel), for defendant-appellant (cross-appellee).

Before FRIENDLY, Chief Judge, OAKES, Circuit Judge, and DAVIS, Judge.

FRIENDLY, Chief Judge:

This appeal and cross-appeal in a class action by minority stockholders of General Outdoor Advertising Co. (GOA), attacking its merger into defendant Gamble-Skogmo, Inc. (Skogmo), raise a variety of new and difficult questions with respect to the SEC's Proxy Rules, adopted under § 14(a) of the Securities Exchange Act, and the remedy for their violation. Three comprehensive opinions by Judge Bartels...

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