GAF Corp. v. Milstein
United States Court of Appeals for the Second Circuit
453 F.2d 709 (1971)
Morris Milstein and his three children (defendants) came into control of 10.5 percent of the stock of GAF Corp. (plaintiff) in 1967. The Milsteins then collaborated to take control of the board of directors of GAF by using their shareholding power to bring derivative actions against the current directors, and to force GAF’s stock price lower so as to cause discontent amongst the remaining shareholders of the corporation. GAF then brought an action against the Milsteins, arguing that they were in violation of section 13(d) of the Securities Exchange Act, requiring holders of 10 percent or more of a corporations shares to file a statement with the Securities and Exchange Commission. The district court ruled in favor of the Milsteins. GAF then appealed to the Second Circuit Court of Appeals.
Rule of Law
Holding and Reasoning (Kaufman, J.)
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