In re Brown Co. Securities Litigation

OPINION AND ORDER

The actions listed on Schedule A were all brought by persons who held Brown Company Preferred Stock on June 9, 1970, the date of the merger between Brown and one of its subsidiaries. Sometime in May, Brown mailed a Proxy Statement to its stockholders to *308obtain their approval of the merger and of the proposed conversion of Brown Preferred Stock into Brown Company Debentures and Warrants. These actions were approved at a special stockholder meeting held on June 9,1970.

The plaintiffs allege that the May Proxy Statement was false and misleading in several material respects and…