This section contains the nature of the case and procedural background.

Stahl (P) owned stock in Gibraltar (D). P got an invitation to the 1987 annual meeting with a proxy statement soliciting votes; the board represented on an issue of director monetary liability that it was not aware of any pending or threatened litigation which would affect the approval of the new indemnity amendment that was listed and proposed. P sued to forestall the vote at the annual meeting in that the proxy statement failed to disclose certain facts known to management in that a business in which P was a principal was involved in an ongoing legal dispute. The request for a preliminary injunction was refused. The meeting was held, and P showed up and voted against the indemnity amendment. The proposal was adopted. P then amended his complaint to have the corporate action undone, and D prevailed. This appeal resulted.

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