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.

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

The legal issues presented in this case will be displayed here.

The court's holding and decision will be displayed here.

Legal analysis from Dean's Law Dictionary will be displayed here.