Legal Opinion

Royal Business Group, Inc. v. Realist, Inc.

Court of Appeals for the First Circuit

Decided May 22, 1991No. 90-2228PublishedCited by 78 opinions

1Opinion of the Court

SELYA, Circuit Judge.

This case requires us to consider whether a proxy contestant has standing to sue under Section 14(a) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(a), for allegedly false and misleading statements contained in management’s proxy materials. Because we are convinced that Congress did not intend proxy contestants to have a private right of action as such under Section 14(a), and because the complaint before us does not state a cognizable claim for common law fraud, we affirm the district court’s dismissal of plaintiffs’ suit.

I. BACKGROUND

The proxy contest at issue…

2Cases cited46 opinions

  1. Klaxon Co. v. Stentor Electric Manufacturing Co.Supreme Court of the United States · 1941
  2. Cort v. AshSupreme Court of the United States · 1975
  3. Touche Ross & Co. v. RedingtonSupreme Court of the United States · 1979
  4. Mills v. Electric Auto-Lite Co.Supreme Court of the United States · 1970
  5. J. I. Case Co. v. BorakSupreme Court of the United States · 1964

41 more not listed; retrieve them via the Exa API.

3Cited by78 opinions

  1. Wagner v. Daewoo Heavy Industries America Corp.Court of Appeals for the Eleventh Circuit · 2002
  2. William C. Feinstein v. Resolution Trust Corporation, Etc.Court of Appeals for the First Circuit · 1991
  3. Greenwood Trust Company v. Commonwealth of MassachusettsCourt of Appeals for the First Circuit · 1992
  4. Cape Ann Investors v. LeponeCourt of Appeals for the First Circuit · 2002
  5. Harrington v. American AirlinesCourt of Appeals for the First Circuit · 2007

73 more not listed; retrieve them via the Exa API.

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