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  5. 596 F.2d 733 (1979)
 

COHEN v. AYERS

No. 78-1620.

596 F.2d 733 (1979)

Murray COHEN, Plaintiff-Appellant, v. Thomas G. AYERS, William O. Beers, Archie R. Boe, Sidney L. Boyar, James W. Button, Alfred I. Davies, Luther H. Foster, Jack F. Kincannon, John G. Lowe, Gordon M. Metcalf, Charles A. Meyer, Aurelio M. Prado, Julius Rosenwald, II, William I. Spencer, Edgar B. Stern, Jr., A. Dean Swift, Edward R. Telling, W. Wallace Tudor, Thomas F. Wands, Arthur M. Wood and Sears, Roebuck & Co., Defendants-Appellees.

United States Court of Appeals, Seventh Circuit.

Decided April 16, 1979.

Rehearing and Rehearing Denied May 21, 1979.

Attorney(s) appearing for the Case

Bertram Bronzaft, New York City, for plaintiff-appellant.

Burton Y. Weitzenfeld, Chicago, Ill., for defendants-appellees.

Before SWYGERT, SPRECHER and BAUER, Circuit Judges.

Rehearing and Rehearing En Banc Denied May 21, 1979.

SPRECHER, Circuit Judge.

This appeal of a derivative shareholder suit raises numerous issues relating to the legality of several actions taken by the Board of Directors of Sears, Roebuck & Co. with respect to its employee stock-option plan. The plaintiff claims that these actions were void because they did not comply with the shareholder plan authorizing these options and because they constituted waste...

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