GAF Corp. v. Milstein
Second Circuit
453 F.2d 709 (1971)
Morris Milstein and his three children (defendants) together acquired 10.5 percent of GAF Corp.'s (plaintiff) stock in 1967 and coordinated their combined holdings to try to take control of GAF's board, including bringing derivative actions against sitting directors and taking steps to depress GAF's stock price to stir up shareholder discontent. GAF sued, arguing the Milsteins were a "group" under section 13(d) of the Securities Exchange Act and had failed to file the required disclosure statement with the SEC; the district court ruled for the Milsteins, and GAF appealed.
Whether family members who coordinate their combined stock holdings to influence a corporation's board qualify as a "group" required to file a disclosure statement under section 13(d) of the Securities Exchange Act.