Those in favor of a proposed merger between J.I. Case Company (Case) and American Tractor Corporation circulated a proxy statement to solicit proxies for a shareholder vote on the merger. Borak, a Case shareholder, brought suit seeking to enjoin the merger, alleging that the proxy statement contained false and misleading statements in violation of Section 14(a) of the Securities and Exchange Act of 1934, and that the merger would not have been approved without proxies’ reliance on the false statements. The trial court held that it only had the power to grant prospective relief and so could not rescind the merger. The court of appeals reversed on interlocutory appeal. The United States Supreme Court granted certiorari.