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TSC Industries, Inc. v. Northway, Inc.
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TSC Industries, Inc. v. Northway, Inc. : ウィキペディア英語版
TSC Industries, Inc. v. Northway, Inc.

''TSC Industries, Inc. v. Northway, Inc.'', 426 U.S. 438 (1976),〔(426 U.S. 438 ) Full text of the opinion courtesy of Findlaw.com.〕 was a case in which the Supreme Court of the United States articulated the requirement of materiality in securities fraud cases.
==Facts and procedural history==
National Industries, Inc. sought to acquire TSC Industries, Inc., and had purchased 34% of TSC’s voting stock from the corporation’s founder. Five nominees from National were placed on TSC’s board of directors. TSC’s board voted on October 16, 1969 (with National’s members abstaining) to liquidate and sell the assets of TSC to National. One aspect of the proposed merger was to exchange both common and preferred in TSC for that of National. TSC and National then issued a joint proxy statement to their shareholders to approve the merger. The shareholders approved and the plan was carried out.
Plaintiff Northway, Inc. was a TSC shareholder who brought suit against both TSC and National, alleging that the proxy statement was incomplete and materially misleading and therefore violated §14(a) of the Securities Exchange Act of 1934, , and Rules (14a-3 ) and (14a-9 ) promulgated thereunder by the United States Securities and Exchange Commission. Northway asserted that the proxy statement was misleading because National had omitted facts concerning the degree of control it had over TSC, and misrepresented whether or not the merger was a good deal for TSC shareholders. The United States District Court for the Northern District of Illinois denied Northway’s motion for summary judgment. The United States Court of Appeals for the Seventh Circuit reversed, holding that there was a genuine issue of material fact as to whether National’s purchase of TSC stock changed control of the corporation. The U.S. Supreme Court then granted certiorari.

抄文引用元・出典: フリー百科事典『 ウィキペディア(Wikipedia)
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