Studebaker Corp. v. Gittlin

Richard Gittlin (defendant) sought to inspect Studebaker Corporation's (plaintiff's) shareholder list in New York state court, claiming he owned 5,000 shares and had written authorizations from 42 other stockholders holding the 5 percent required under New York law; Gittlin stated he intended to solicit proxies for the annual meeting after talks with management to change the board broke down, and that Studebaker had refused his access request. Studebaker sued Gittlin in federal court, alleging he obtained the 42 stockholder authorizations without first complying with SEC proxy rules under section 14(a) of the Securities Exchange Act; the district court enjoined Gittlin from using the authorizations in the state proceeding until he complied, and Gittlin appealed.