Mills v. Electric Auto-Lite Co.
United States Supreme Court
396 U.S. 375 (1970)
Electric Auto-Lite Company (Electric) (defendant) merged with Mergenthaler Linotype Company (Mergenthaler). Mills, et al. (plaintiffs) were shareholders of Electric and brought suit seeking to set aside the merger on the grounds that the proxy statement contained misleading statements in violation of Section 14(a) of the Securities and Exchange Act of 1934. The plaintiffs’ claim was that the proxy statement told shareholders that the Electric board of directors had approved the merger, but failed to tell the shareholders that all of the directors were also nominees of Mergenthaler and were under Mergenthaler’s control. The District Court for the Northern District of Illinois found that the omission was material, and that a causal connection existed between the violation of Section 14(a) and the harm to the plaintiffs. The United States Court of Appeals for the Seventh Circuit affirmed that the proxy statement was improper, but reversed on the issue of causal connection, finding that the terms of the merger were fair. The United States Supreme Court granted certiorari.
Rule of Law
Holding and Reasoning (Harlan, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 169,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,800 briefs, keyed to 187 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.