Louis OSOFSKY, Plaintiff-Appellant,
v.
George C. ZIPF et al., Defendants-Appellees.
Rose UDOFF, Plaintiff-Appellant,
v.
BABCOCK & WILCOX COMPANY et al., Defendants-Appellees.
United States Court of Appeals, Second Circuit.https://leagle.com/images/logo.png
Argued December 5, 1980.
Decided March 19, 1981.
Attorney(s) appearing for the Case
Stanley L. Kaufman, Kaufman, Taylor, Kimmel & Miller, New York City (Irving Malchman, New York City, of counsel), for plaintiff-appellant Osofsky.
Robert M. Kornreich, Wolf, Popper, Ross, Wolf & Jones, New York City, of counsel, for plaintiff-appellant Udoff.
Robert B. Fiske, Jr., New York City (William L. Rosoff, Joan Guggenheimer, Davis, Polk & Wardwell, New York City, of counsel), for defendant-appellee J. Ray McDermott & Co., Inc., and certain individual defendants.
Paul M. Dodyk, Carlos E. Mendez-Penate, Cravath, Swaine & Moore, New York City, of counsel, for defendant-appellee Morgan Stanley & Co. Inc.
Richard J. Urowsky, Sullivan & Cromwell, New York City, of counsel, for defendant-appellee Babcock & Wilcox Co. and certain individual defendants.
Paul J. Bschorr, Richard W. Reinthaler, Frederick R. Rohn, White & Case, New York City, of counsel, for defendant-appellee Smith Barney, Harris Upham & Co. Inc.
Richard A. Kirby, Washington, D. C. (Ralph C. Ferrara, Gen. Counsel, Jacob H. Stillman, Associate Gen. Counsel, Paul Gonson, Solicitor, Robert Lipsher, Securities and Exchange Commission, Washington, D. C., of counsel), for Securities and Exchange Com'n as amicus curiae.
Before OAKES and MESKILL, Circuit Judges, and GAGLIARDI, District Judge.
United States Court of Appeals, Second Circuit.
OAKES, Circuit Judge:
This appeal presents the single narrow question whether shareholders who cede control of their company as a result of alleged misrepresentations concerning the value of the consideration they would obtain in a merger after successful completion of a tender offer have stated a claim for damages under the Securities Exchange Act of 1934 (1934 Act). This question turns on whether the term "actual damages...
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