Albert Kaufmann v. Mary Wells Lawrence, and Warren J. Kratky

Second Circuit

Albert Kaufmann v. Mary Wells Lawrence, and Warren J. Kratky

514 F.2d 283

CourtCourt of Appeals for the Second Circuit

DecidedApril 3, 1975

Docket697, Docket 74-2591

StatusPublished

Cited by6 cases

This text of 514 F.2d 283 (Albert Kaufmann v. Mary Wells Lawrence, and Warren J. Kratky) is published on Counsel Stack Legal Research, covering Court of Appeals for the Second Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

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Albert Kaufmann v. Mary Wells Lawrence, and Warren J. Kratky, 514 F.2d 283 (2d Cir. 1975).

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Opinion

PER CURIAM:

This is an appeal from a denial of a preliminary injunction by Judge Carter against the consummation of a tender offer by Wells, Rich, Green, Inc. (the Corporation) to its own stockholders which the appellant contends amounts to “going private.” Appellant contended that there were omissions in the prospectus which were material, that appellees, directors of the Corporation, were engaged in a fraudulent scheme and device in violation of the 1934 Securities and Exchange Act, and that appellees should have taken other steps to acquaint the public stockholders with facts material for their determination of whether to sell their shares in circumstances that might cause the company to be delisted on the Stock Exchange.

Appellant failed to apply for a stay pending appeal.

The tender offer has been consummated. While this does not necessarily make the case moot so as to prevent the granting of alternative mandatory injunctive relief, we see no reason at this time, however, to upset the carefully considered judgment of Judge Carter in denying a preliminary injunction. A review of the law applicable will, in any event, be more meaningful after a full trial. We trust that Judge Carter’s calendar will permit an expedited trial.

The order denying a preliminary injunction is affirmed.

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PER CURIAM:

This is an appeal from a denial of a preliminary injunction by Judge Carter against the consummation of a tender offer by Wells, Rich, Green, Inc. (the Corporation) to its own stockholders which the appellant contends amounts to “going private.” Appellant contended that there were omissions in the prospectus which were material, that appellees, directors of the Corporation, were engaged in a fraudulent scheme and device in violation of the 1934 Securities and Exchange Act, and that appellees should have taken other steps to acquaint the public stockholders with facts material for their determination of whether to sell their shares in circumstances that might cause the company to be delisted on the Stock Exchange.

Appellant failed to apply for a stay pending appeal.

The tender offer has been consummated. While this does not necessarily make the case moot so as to prevent the granting of alternative mandatory injunctive relief, we see no reason at this time, however, to upset the carefully considered judgment of Judge Carter in denying a preliminary injunction. A review of the law applicable will, in any event, be more meaningful after a full trial. We trust that Judge Carter’s calendar will permit an expedited trial.

The order denying a preliminary injunction is affirmed.

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514 F.2d 283, Counsel Stack Legal Research, https://law.counselstack.com/opinion/albert-kaufmann-v-mary-wells-lawrence-and-warren-j-kratky-ca2-1975.

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