IN RE ROCKEFELLER CENTER PROPERTIES

Nos. 98-5394, 98-5395.

184 F.3d 280 (1999)

IN RE: ROCKEFELLER CENTER PROPERTIES, INC. SECURITIES LITIGATION. Frank Debora; Wilson White; Stanley Lloyd Kaufman, Jr.; Joseph Gross, Appellants at No. 98-5394. Charal Investment Company, Inc, a New Jersey Corporation; C.W. Sommer & Co., a Texas Partnership, on behalf of themselves and all others similarly situated; Alan Freed; Jerry Crance; Helen Scozzanich; Sheldon P. Langendorf; Rita Walfield; Robert Flashman; and Renee B. Fisher Foundation, Renee B. Fisher Foundation, Inc., Appellants at No. 98-5395.

United States Court of Appeals, Third Circuit.

Decided July 19, 1999.


Attorney(s) appearing for the Case

Michael D. Donovan (Argued), Donovan & Miller, Philadelphia, Pennsylvania,

James C. Strum, Esquire, Pamela S. Tikellis, Chimicles & Tikellis, Wilmington, Delaware, Attorneys for Appellants.

Max Gitter, Esquire (Argued), Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, Attorney for Appellees, Goldman Sachs Mortgage Co., Whitehall Street Real Estate Limited Partnership V, W.H. Advisors, Inc. V, WH Advisors, L.P. V, The Goldman Sachs Group, L.P., Goldman, Sachs & Co., and Daniel M. Neidich.

Richard D. Allen, Morris, Nichols, Arsht & Tunnell, Wilmington, Delaware,

Russell E. Brooks, Milbank, Tweed, Hadley & McCloy, New York, New York, Attorneys for Appellee, David Rockefeller.

Robert K. Payson, Arthur L. Dent, Potter, Anderson & Corroon, Wilmington, Delaware, Attorneys for Appellees, Peter D. Linneman and Richard M. Scarlata.

Before: MANSMANN, SCIRICA and NYGAARD, Circuit Judges.


OPINION OF THE COURT

SCIRICA, Circuit Judge.

This securities appeal arises from the acquisition of Rockefeller Center Properties, Inc. by a group of investors led by Whitehall Street Real Estate Limited Partnership V. Plaintiffs are former Rockefeller Center Properties, Inc. shareholders who allege the proxy statement and other documents prepared in connection with the acquisition were materially misleading because they failed to disclose (1) that the Whitehall...

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