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Gerstle v. Gamble-Skogmo, Inc.

478 F.2d 1281 (1973)

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Gerstle v. Gamble-Skogmo, Inc.

United States Court of Appeals for the Second Circuit
478 F.2d 1281 (1973)

Facts

Gamble-Skogmo, Inc. (Skogmo) (defendant) distributed a proxy statement to the shareholders of General Outdoor Advertising Co. (General Outdoor), seeking their approval of a proposed merger. The merger was approved and consummated, after which General Outdoor’s minority shareholders (plaintiffs) brought a class action against Skogmo, asserting that the proxy statement violated § 14(a) of the Securities Exchange Act of 1934 and Securities and Exchange Commission (SEC) Rule 14a-9(a) promulgated pursuant to § 14(a). Relying on the fact that private actions brought under § 10(b) of the act and SEC Rule 10b-5 promulgated pursuant to § 10(b) require a showing of scienter, Skogmo argued that the minority shareholders had to show scienter because the language of Rule 14a-9(a) is very similar to Rule 10b-5’s language. The district court found for the shareholders. The matter was appealed.

Rule of Law

Issue

Holding and Reasoning (Friendly, C.J.)

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