United States v. Matthews

787 F.2d 38 (1986)

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United States v. Matthews

United States Court of Appeals for the Second Circuit
787 F.2d 38 (1986)

Facts

Clark Matthews (defendant) initially served as a staff attorney for Southland Corporation (Southland). In 1972, Southland had a dispute with the New York State Department of Taxation and Finance regarding certain taxes apparently owed by some Southland stores. A few of Southland’s other employees discussed bribing members of the New York State Tax Commission to alleviate the situation. Matthews became involved when one employee approached Matthews about concealing the payment as a lease proposal or a legal fee, which Matthews rejected as improper. Nevertheless, in 1977, the other employees stole money from Southland, though the money was never used for a bribe. Thereafter, Matthews served as Southland’s executive vice president, general counsel, and chief financial officer. In 1981, Southland circulated a proxy statement for an upcoming election of directors, which included Matthews as a candidate. The proxy statement listed the minimum information required by Schedule 14A but did not disclose anything about the bribery discussions or events. The shareholders elected Matthews as a director. Thereafter, in 1985, Matthews was convicted of violating § 14(a) of the Securities Exchange Act of 1934 based on his failure to disclose to the shareholders in 1981 that he had purportedly engaged in a conspiracy to bribe New York public officials. Matthews appealed.

Rule of Law

Issue

Holding and Reasoning (Van Graafeiland, J.)

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