J.I. Case Co. v. Borak

Supporters of a proposed merger between J.I. Case Company (Case) and American Tractor Corporation circulated a proxy statement to solicit shareholder votes, and Borak (plaintiff), a Case shareholder, sued to enjoin the merger, alleging the proxy statement contained false and misleading statements in violation of Section 14(a) of the Securities and Exchange Act of 1934 and that the merger would not have been approved but for shareholders' reliance on those statements. The trial court held it could only grant prospective relief and could not rescind the already-completed merger, the court of appeals reversed on interlocutory appeal, and the Supreme Court granted certiorari.