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

Chenango Industries and Great American Industries (D) merged and issued a joint proxy statement regarding the merger. Wilson (P) and others brought a Section 14(a)-9 suit regarding this joint proxy and claimed that the joint proxy was false and misleading. P's vote was not needed to approve the merger. But P asserts causation and an injury because he accepted an unfair exchange rate for his shares and would have gotten a higher price had there been a state appraisal of the value of his shares. The trial court ruled for P and awarded him damages. After the Supreme Court ruled in Virginia Bankshares v. Sandberg, but before the appeal was heard, D asked the district court to reconsider its ruling on damages. The district court reaffirmed its prior holding and the D appeals here.

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