Glona v. American Guarantee & Liability Insurance

Parentheticals

• holding that a plaintiff who was forced to sell shares after a short form merger had standing to bring a § 10(b) claim

  Gunter v. Ridgewood Energy Corp.

• affirming denial of leave to amend where facts known to plaintiff from outset and plaintiff awaiting outcome of motion to dismiss before seeking leave

  Lee v. Regal Cruises, Ltd.

• affirming Judge Bonsai’s bad faith rationale for denying leave to amend where the new information alleged in the complaint was within plaintiff’s knowledge before argument on a motion to dismiss the first amended complaint

  Lewis v. Marine Midland Grace Trust Co.

• applying Thompson where appellant filed untimely postjudgment motion, that, if timely, would have tolled the running of the 30-day period, because district court then held the untimely motion sub judice for two weeks, until the 30-day period for an appeal had expired

  Endicott Johnson Corporation, Plaintiff-Appellee-Cross-Appellant v. Liberty Mutual Insurance Company, Defendant-Appellant-Cross-Appellee

• sufficient number of corporate stocks acquired by one party permitted a short-form merger without approval of class of shareholders of which plaintiff was a member

  Umstead v. Durham Hosiery Mills, Inc.

• minority shareholders of corporation required to sell at specified price by fraudulent tender offer creating "short-form merger" qualify as "forced sellers"

  Erling v. Powell

• shareholders faced with fraudulently promoted merger have standing under rule 10b-5 because merger would force them to “sell,” i.e., obtain cash for, their shares

  Young v. Seaboard Corporation

• minority shareholders of corporation required to sell at specified price by fraudulent tender offer creating “short-form merger” qualify as “forced sellers”

  Erling v. Powell

• defrauded stockbroker granted standing when client refused to pay for ordered securities

  Fed. Sec. L. Rep. P 94,125 Sue Ellen Baker James v. Gerber Products Company, the Old State Bank of Fremont

• forced sales of stockholders by short-form merger squeeze-out makes reliance irrelevant

  Safecard Services, Inc. v. Dow Jones & Co., Inc.

• “[w]hatever need there may be to show reliance in other situations [citing List and other cases], we regard it as unnecessary in the limited instance when no volitional act is required and the result of a forced sale is exactly that intended by the wrongdoer”

  Fed. Sec. L. Rep. P 98,033 James L. Shores, Jr., as of the Estate of Clarence E. Bishop, Jr., Etc. v. Jerald H. Sklar

• after short-form merger, plaintiff had right to cash or appraisal

  Schnorbach v. Fuqua