MINZER v. KEEGAN

Docket No. 99-7199

218 F.3d 144 (2000)

Leonard MINZER and Harry Schipper, on behalf of themselves and all others similarly situated, Plaintiffs-Appellants, v. Gerald C. KEEGAN, Philip F. Ruppel, George H. Sorter, Gwendolyn Calvert Baker, William F. De Neergaard, James G. Peel, C. Stephen Connolly, William F. Ward, Nicholas A. Marshall, Peter C. Haeffner, Jr., Greater New York Savings Bank, Astoria Financial Corp., Astoria Federal Savings and Loan Association, and Astoria Federal Savings & Loan, Defendants-Appellees, Michael Henchy, Daniel J. Harris, Philip Cimino, Philip Spies, and R. Carlson, Defendants.

United States Court of Appeals, Second Circuit.

Decided July 10, 2000.

As Amended August 24, 2000.


Attorney(s) appearing for the Case

Joseph H. Weiss, Weiss & Yourman (Jules Brody, Stull, Stull & Brody, on the brief), New York, New York, for Plaintiffs-Appellants.

Joel B. Harris, Thacher, Proffitt & Wood (Jonathan D. Forstot, Charles T. Caliendo, on the brief), New York, New York, for Defendants-Appellees Astoria Financial Corporation, Astoria Federal Savings and Loan Association, Gerald C. Keegan, and Greater New York Savings Bank.

Michael H. Barr, Sonnenschein Nath & Rosenthal (Steven K. Barentzen, on the brief), New York, New York, for Defendant-Appellees Outside Directors of Greater New York Savings Bank.

Before: WINTER, Chief Judge, NEWMAN, Circuit Judge, and KEENAN, District Judge.


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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