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WILSON v. GREAT AMERICAN INDUSTRIES, INC.

No. 701, Docket 87-7576.

855 F.2d 987 (1988)

Alexander WILSON, Individually and as representative of all minority shareholders of Chenango Industries, Inc., other than defendants on and before October 18, 1979, Plaintiff-Appellant, v. GREAT AMERICAN INDUSTRIES, INC., as a corporate entity and as a sole shareholder of Chenango Industries, Inc., Milton Koffman, Burton I. Koffman, Richard E. Koffman, as directors of Great American Industries, Inc., Chenango Industries, Inc., Joseph M. Stack as the representative of Chenango Industries in the merger between Chenango and Great American Industries, and Gary Crounse, David Keith Dyer and Sharon Lee Dyer, as Co-Executors of the Estate of David L. Dyer, Deceased, William Starner, and Anthony Mincolla as directors of Chenango Industries, Inc., Defendants-Appellees.

United States Court of Appeals, Second Circuit.

Decided August 29, 1988.

Attorney(s) appearing for the Case

William E. Hegarty, New York City (Cahill Gordon & Reindel, New York City, Charles A. Gilman; Coughlin & Gerhart, Binghamton, N.Y., Peter H. Bouman, Richard W. Mertens, of counsel), for plaintiff-appellant.

John S. Guttman, Washington, D.C. (Beveridge & Diamond, P.C., Washington, D.C., Dean H. Cannon; Hancock & Estabrook, Syracuse, N.Y., Donald J. Kemple, of counsel), for defendants-appellees.

Before LUMBARD and CARDAMONE, Circuit Judges, and LEISURE, District Judge.

LUMBARD, Circuit Judge:

Plaintiffs, former minority shareholders of Chenango Industries, Inc., brought suit in the Northern District against Great American Industries, Inc. (GAI), Chenango, and various officers and directors of those corporations challenging the legality of a joint proxy/prospectus issued by GAI and Chenango in connection with Chenango's 1979 merger into GAI. The plaintiffs alleged that the proxy statement misrepresented and failed to disclose material...

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