390 F2d 877 Walpert v. Bart

390 F.2d 877

Alfred M. WALPERT, Appellant,
Harry BART et al., Appellees.

No. 11647.

United States Court of Appeals Fourth Circuit.

Argued Jan. 12, 1968.
Decided Jan. 25, 1968.

Sidney B. Silverman, New York City (Martin B. Greenfeld, and Greenfeld & Greenfeld, Baltimore, Md., on brief), for appellant.

William L. Marbury and Decatur H. Miller, Baltimore, Md. (E. Stephen Derby, and Cahill, Gordon, Sonnett, Reindel & Ohl, New York City, on brief), for appellees.

Before HAYNSWORTH, Chief Judge, and BOREMAN and BRYAN, Circuit Judges.


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Suing as a dissenting minority stockholder of Community Research & Development, Inc. (CRD), Alfred M. Walpert sought to rescind the acquisition by this company of the entire capital stock of J. W. Rouse & Company, Inc. (JWR), both Maryland corporations. The purchase and sale followed an agreement, dated February 8, 1966, between the directors of CRD and all of the stockholders of JWR. On June 10, 1966 it was approved by more than two-thirds of CRD's stock in compliance with the State law. In addition to CRD itself, the defendants were its directors plus the stockholders of JWR.


The premise of the suit is the complainant's allegations that the favorable vote of CRD's stockholders was obtained through a solicitation based on 'a false and misleading proxy statement'. Damages are also claimed, and reliance for the relief prayed is rested on the Securities Exchange Act of 1934, 15 U.S.C. 78n (1964), formerly 48 Stat. 895, and SEC Rule 14a-9 promulgated thereunder, 17 C.F.R. 240.14a-9.


With the District Judge and for the reasons stated in his written opinion, 280 F.Supp. 1006, we think summary judgment for the defendants was sound and appropriate.