For Your Data Virginia Bankshares V. Sandberg Illustration Brief
December 04, 2020
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Virginia Bankshares v. Sandberg illustration brief summary
501 U.S. of A. 1083
SYNOPSIS: Petitioners, banks in addition to directors, challenged an social club of the the States Court of Appeals for the Fourth Circuit, which held inwards favor of respondent minority shareholders inwards an activity alleging violations of the Securities Exchange Act of 1934, xv U.S.C.S. § 78n(a), in addition to 17 C.F.R. § 240.14a-9 (1990).
FACTS:
PROCEDURAL HISTORY
-The trial courtroom flora inwards favor of respondents in addition to awarded damages.
501 U.S. of A. 1083
SYNOPSIS: Petitioners, banks in addition to directors, challenged an social club of the the States Court of Appeals for the Fourth Circuit, which held inwards favor of respondent minority shareholders inwards an activity alleging violations of the Securities Exchange Act of 1934, xv U.S.C.S. § 78n(a), in addition to 17 C.F.R. § 240.14a-9 (1990).
FACTS:
-Respondent minority shareholders filed adjust against petitioners, banks in addition to directors, subsequently petitioners solicited proxies for voting on a merger proposal.
-In their solicitation, petitioners urged the proposal's adoption in addition to stated respondents would earn a "high" value in addition to a "fair" cost for their stock.
-Respondents withheld their proxies in addition to subsequently blessing of the merger sought damages alleging violations of the Securities Exchange Act of 1934, xv U.S.C.S. § 78n(a), in addition to 17 C.F.R. § 240.14a-9 (1990).
PROCEDURAL HISTORY
-The trial courtroom flora inwards favor of respondents in addition to awarded damages.
-The appellate courtroom affirmed belongings that for sure statements inwards the proxy solicitation were materially misleading.
HOLDING:
The the States Supreme Court reversed belongings that the knowingly faux statements powerfulness convey been actionable fifty-fifty though conclusory inwards form, only that respondents failed to demonstrate the equitable dry reason required to extend the mortal activity pursuant to xv U.S.C.S. § 78n(a) to them.
RULES:
In a securities fraud case, a tilt of sentiment may locomote a faux factual tilt if the tilt is false, disbelieved past times its maker, in addition to related to thing of fact which tin locomote verified past times objective evidence.
OUTCOME: The Court reversed the order.
HOLDING:
The the States Supreme Court reversed belongings that the knowingly faux statements powerfulness convey been actionable fifty-fifty though conclusory inwards form, only that respondents failed to demonstrate the equitable dry reason required to extend the mortal activity pursuant to xv U.S.C.S. § 78n(a) to them.
RULES:
In a securities fraud case, a tilt of sentiment may locomote a faux factual tilt if the tilt is false, disbelieved past times its maker, in addition to related to thing of fact which tin locomote verified past times objective evidence.
OUTCOME: The Court reversed the order.