Alfred M. Walpert v. Harry Bart

Fourth Circuit

Alfred M. Walpert v. Harry Bart

390 F.2d 877, 1968 U.S. App. LEXIS 8283

CourtCourt of Appeals for the Fourth Circuit

DecidedJanuary 25, 1968

Docket11647

StatusPublished

Cited by9 cases

This text of 390 F.2d 877 (Alfred M. Walpert v. Harry Bart) is published on Counsel Stack Legal Research, covering Court of Appeals for the Fourth Circuit primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Alfred M. Walpert v. Harry Bart, 390 F.2d 877, 1968 U.S. App. LEXIS 8283 (4th Cir. 1968).

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Opinion

PER CURIAM:

Suing as a dissenting minority stockholder of Community Research & Development, Inc. (CRD), Alfred M. Walpert sought to rescind the acquisition by this company of the entire capital stock of J. W. Rouse & Company, Inc. (JWR), both Maryland corporations. The purchase and sale followed an agreement, dated February 8, 1966, between the directors of CRD and all of the stockholders of JWR. On June 10, 1966 it was approved by more than two-thirds of CRD’s stock in compliance with the State law. In addition to CRD itself, the defendants were its directors plus the stockholders of JWR.

The premise of the suit is the complainant’s allegations that the favorable vote of CRD’s stockholders was obtained through a solicitation based on “a false and misleading proxy statement”. Damages are also claimed, and reliance for the relief prayed is rested on the Securities Exchange Act of 1934, 15 U.S.C. § 78n (1964), formerly 48 Stat. 895, and SEC Rule 14a-9 promulgated thereunder, 17 C.F.R. § 240.14a-9.

With the District Judge and for the reasons stated in his written opinion, 280 F.Supp. 1006, we think summary judgment for the defendants was sound and appropriate.

Affirmed.

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PER CURIAM:

Suing as a dissenting minority stockholder of Community Research & Development, Inc. (CRD), Alfred M. Walpert sought to rescind the acquisition by this company of the entire capital stock of J. W. Rouse & Company, Inc. (JWR), both Maryland corporations. The purchase and sale followed an agreement, dated February 8, 1966, between the directors of CRD and all of the stockholders of JWR. On June 10, 1966 it was approved by more than two-thirds of CRD’s stock in compliance with the State law. In addition to CRD itself, the defendants were its directors plus the stockholders of JWR.

The premise of the suit is the complainant’s allegations that the favorable vote of CRD’s stockholders was obtained through a solicitation based on “a false and misleading proxy statement”. Damages are also claimed, and reliance for the relief prayed is rested on the Securities Exchange Act of 1934, 15 U.S.C. § 78n (1964), formerly 48 Stat. 895, and SEC Rule 14a-9 promulgated thereunder, 17 C.F.R. § 240.14a-9.

With the District Judge and for the reasons stated in his written opinion, 280 F.Supp. 1006, we think summary judgment for the defendants was sound and appropriate.

Affirmed.

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390 F.2d 877, 1968 U.S. App. LEXIS 8283, Counsel Stack Legal Research, https://law.counselstack.com/opinion/alfred-m-walpert-v-harry-bart-ca4-1968.

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