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Shareholders And Informed Voting: How Much Information Do They Need?, A. Mitchell Powell, Laurence Joseph Shapiro

Mercer Law Review

This article will examine attempts by the federal courts to establish standards for materiality, causation and culpability under the federal proxy-solicitation provisions, §14(a) of the 1934 Securities and Exchange Act' and Rule 14a-9.1 This analysis is made difficult by the failure of the courts to clearly delineate the elements of the 14a-9 cause of action. An examination of the major cases in the area will be helpful in unravelling the various strands of analysis followed by the courts.