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Studebaker Corp. v. Gittlin

Second Circuit Court of Appeals
360 F.2d 692 (1966)


Facts

Richard Gittlin (defendant) began proceedings in the Supreme Court of New York to inspect the record of shareholders of Studebaker Corporation (plaintiff). Gittlin asserted that he owned 5,000 shares of Studebaker stock and was acting on the written authorization of 42 other stockholders owning 5 percent of Studebaker’s stock. Gittlin also stated that he and the other stockholders had attempted to have management make changes to the board of directors, and intended to solicit proxies for the annual meeting, and that when talks with management broke down Gittlin requested but was refused access to the company’s stockholder list. Studebaker brought an action against Gittlin in the District Court for the Southern District of New York, claiming that Gittlin obtained the authorizations from the 42 stockholders in violation of the proxy rules of section 14(a) of the Securities Exchange Act, by failing to file proxy material with the Securities and Exchange Commission (SEC). The district court issued an order enjoining Gittlin from using the stockholders’ authorizations in the Supreme Court of New York proceeding until he complied with the proxy rules of section 14(a) of the Securities Exchange Act. Gittlin now appeals.

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Issue

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Holding and Reasoning (Friendly, J.)

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  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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