No. 941, Docket 81-7920.

683 F.2d 51 (1982)

Gordon Y. BILLARD and Edith Citron, on behalf of themselves and others similarly situated, Plaintiffs-Appellants, v. ROCKWELL INTERNATIONAL CORPORATION and Lehman Brothers Kuhn Loeb Incorporated, Defendants-Appellees.

United States Court of Appeals, Second Circuit.

Decided June 30, 1982.

Attorney(s) appearing for the Case

Stanley L. Kaufman, New York City (Kaufman, Taylor & Kimmel, New York City, Kelly, Black, Black & Earle, and Kenny, Nachwalter & Seymour, P. A., Miami, Fla., on brief), for plaintiffs-appellants.

Donald I. Strauber, New York City (Edwin D. Scott, Terry A. Thompson, Shana R. Conron, Chadbourne, Parke, Whiteside & Wolff, New York City, on brief), for defendant-appellee, Rockwell Intern. Corp.

Edward J. Nowak, New York City (Jayma M. Meyer, Simpson Thacher & Bartlett, New York City, on brief) for defendant-appellee Lehman Bros. Kuhn Loeb Inc.

Before FEINBERG, Chief Judge, WINTER, Circuit Judge, and MISHLER, District Judge.

RALPH K. WINTER, Circuit Judge:

This appeal raises issues as to the obligation of corporate insiders to disclose information in their possession before announcing a tender offer. The case was brought in the District Court under Sections 10(b) and 14(e) of the Securities Exchange Act of 1934, 15 U.S.C. §§ 78j(b) and 78n(e) (1976).1 It also involves certain pendent state law claims. Because...

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