WINTER, Chief Judge:
Leonard Minzer and Harry Schipper, on behalf of themselves and similarly situated shareholders, appeal from then-Chief Judge Sifton's dismissal of their complaint. It alleged that a proxy statement seeking shareholder approval of a proposed merger was materially misleading, in violation of Section 14(a) of the Exchange Act, see 15 U.S.C. § 78n(a), and Rule 14a-9, see 17 C.F.R. § 240.14a-9(a). Appellants also alleged a breach...
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