TSC Industries, Inc. v. Northway, Inc.
United States Supreme Court
426 U.S. 438 (1976)
Relevant factsFree
National acquired 34% of TSC (defendant) stock and placed executives on TSC's board before the two companies proposed merging, and shareholder Northway (plaintiff) alleged TSC's joint-proxy statement fraudulently omitted National's already-substantial involvement in TSC; the court of appeals granted Northway partial summary judgment applying a lenient materiality standard.
IssueFree
Whether a fact is material pursuant to § 14 of the Exchange Act when there is a substantial likelihood that a reasonable shareholder would consider it important in deciding how to vote.
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