Gruss v. Curtis Publishing Company

MEMORANDUM AND ORDER

BRIEANT, District Judge.

The first cause of action pleads, conditionally, that plaintiff shareholders “could” have been misled, [but cf. |[19] as a result of ambiguous and unclear proxy materials, which failed to define “shareholder” as used therein, and advise that it meant only the “registered owner of shares” or “shareholder of record”, to the exclusion of the “beneficial owner”. Plaintiffs base this claim on Sections 14(a) and 27 of the Securities Exchange Act of 1934, and the rules thereunder, particularly Rule 14(a) (17 C.F.R. 240.14a-101). As to such a claim, our…