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JUSTIN INDUSTRIES v. CHOCTAW SECURITIES, L.P.

No. 90-1823.

920 F.2d 262 (1990)

JUSTIN INDUSTRIES, INC., Plaintiff-Counter-Defendant, Third Party Defendant-Appellee, v. CHOCTAW SECURITIES, L.P., Sutherland Lumber-Southwest, Inc., Reatta Partners, L.P., Barry Rosenstein Limited Partnership, Barry S. Rosenstein Corp., Perry H. Sutherland, Barry S. Rosenstein, Dwight D. Sutherland, Christopher L. Sutherland, and Nancy L. Sutherland, Defendants-Counter-Claimants, Third Party Plaintiffs-Appellants, v. John JUSTIN, Marvin Gearhart, Robert E. Glaze, Dee J. Kelly, Oran F. Needham, John V. Roach, Dr. William E. Tucker, and Bayard H. Friedman, Counter-Defendants, Third Party Defendants-Appellees.

United States Court of Appeals, Fifth Circuit.

December 18, 1990.

Attorney(s) appearing for the Case

Rod Phelan, James Allen Cox, Baker & Botts, Dallas, Tex., George Zimmermann, Skadden, Arps, Slate, Meagher & Flom, New York City, R. Paul Yetter, Baker & Botts, Houston, Tex., for defendants-counter-claimants, third party plaintiffs-appellants.

Donald Herrmann, Edmund Glen Johnson, Kelly, Hart & Hallman, Ft. Worth, Tex., for plaintiff-counter-defendant, third party defendant-appellee.

David M. Becker, Wilmer, Cutler & Pickering, Washington, D.C., for Justin, Gearhart, Glaza, et al.

Before RUBIN, HIGGINBOTHAM, and SMITH, Circuit Judges.

PER CURIAM:

I.

Sutherland Lumber-Southwest, Inc. (Sutherland), is seeking to acquire Justin Industries, Inc. (Justin), in a hostile takeover. As part of its takeover defense, Justin adopted a supermajority provision in its bylaws that made it difficult to remove its directors. Justin failed to disclose its amendments in several filings with the Securities & Exchange Commission (SEC), in violation of the securities laws.

Although the bylaw amendments...

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