Securities-Stocklist Authorizations-Solicitation of Stocklist Authorizations Is Within the Proxy Regulations of the Securities Exchange Act-Studebaker–Corp. v. Gittlin
Gittlin, a shareholder of the Studebaker Corporation, planned to solicit proxies for the election of directors in opposition to the existing management. As an initial step in the implementation of this plan, he sought to obtain a stockholder’s list and accordingly initiated proceedings in a New York court under section 1315(a) of the New York Business Corporation Law which grants a right of access to a shareholder who has obtained authorizations in writing from the holders of at least five per cent of the outstanding shares of the corporation. In order to meet the five per cent requirement, Gittlin had solicited and obtained authorizations from forty-two shareholders. Studebaker appeared before the Federal Distrist Court for the Southern District of New York to secure an injunction against the use of these authorizations in the state court, and the injunction was issued since the court found that Gittlin had obtained the authorizations without complying with Securities Exchange Act Regulations 14a-3 and 14a-6. Gittlin, asserting that these proxy regulations do not apply to authorizations to obtain a stocklist in a state court proceeding, appealed to the Court of Appeals for the Second Circuit. On appeal, held, affirmed. Since the authorizations were obtained as a part of a continuous plan intended to end in the solicitation of proxies, and were designed to prepare the way for such a solicitation, they are within the scope of the proxy regulations and therefore, absent compliance therewith, they are invalid.