Lane v. Page
United States District Court for the District of New Mexico
581 F. Supp. 2d 1094 (2008)
- Written by Robert Cane, JD
Facts
Westland Development Company, Incorporated (Westland) (defendant) was a real estate company. SunCal Companies agreed to acquire Westland via a corporate merger. Westland shareholders were to vote on merger approval, and they received a proxy statement from Westland regarding the merger. The proxy statement stated that Westland’s directors and officers intended to vote their shares in favor of the merger agreement. The shareholder vote was held, and the merger was approved. However, four of the nine directors of Westland did not vote their shares in favor of the merger, and a fifth director voted only about one-third of his shares in favor of the merger. Lawrence Lane (plaintiff), a Westland shareholder, initiated a class-action suit against Westland to challenge the merger, arguing that the proxy statement contained material misrepresentations and omissions in violation of § 14(a) of the Securities Exchange Act of 1934 (1934 act). Westland filed a motion to dismiss, arguing that any omissions or misrepresentations in the proxy statement were not material.
Rule of Law
Issue
Holding and Reasoning (Browning, J.)
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