487 F2d 519 Lewis v. J Ling

487 F.2d 519

Fed. Sec. L. Rep. P 94,314
Harry LEWIS, Plaintiff-Appellant,
James J. LING et al., Defendants-Appellees.

No. 168, Docket 73-1564.

United States Court of Appeals,
Second Circuit.

Argued Nov. 29, 1973.
Decided Dec. 10, 1973.

Sidney L. Garwin, New York City (Garwin & Bronzaft, New York City, on the brief), for plaintiff-appellant.

Robert B. Fiske, Jr., New York City (Arthur F. Golden, Mary E. Wagner, and Davis, Polk & Wardwell, New York City, on the brief), for defendants-appellees Ling, Thayer and Weldon.

Before MOORE, HAYS and TIMBERS, Circuit Judges.


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On this appeal from a judgment entered after a bench trial in the Southern District of New York, Lloyd F. MacMahon, District Judge, 353 F.Supp. 241, dismissing a stockholder's derivative action brought on behalf of LTV Corporation alleging that three top officers and directors of LTV committed fraud and breached contracts with LTV because they sold on the public market a portion of their stockholdings in LTV which they had acquired under LTV's stock option plan, we affirm on the ground that the district court's findings that defendants bought their option stock for investment and with an intention to hold it as an investment are supported by substantial evidence.