Studebaker Corp. v. Gittlin

360 F.2d 692 (2nd Cir. 1966)

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Nature of the Case

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Facts

Gittlin (D) filed an action in the Supreme Court of New York to inspect the record of the P's shareholders. D was the record owner of 5,000 shares of Studebaker stock, and he was acting on behalf of himself and on written authorization from 42 other shareholders owning in excess of 145,000 shares which constituted more than 5% of the company's stock. D and his associates had been endeavoring to get P management to agree to certain changes in its board of directors and had announced their intention to solicit proxies for the next annual meeting if the request was not met. The talks had broken down, D requested access to the stockholders list and had been refused. P then obtained an injunction against D from using the authorization of the other 42 stockholders as a violation of Section 14(a) of the Securities Exchange Act. Judge Cannella enjoined the use of the authorizations in the state court proceeding. D attacks the injunction on a number of grounds. D challenges P's standing to enjoin violation of the Proxy Rules by a stockholder, contends that the Rules do not include authorization for the limited purpose of exercising a right of inspection provided by state law, argues that the order violated the anti-injunction statute, 28 U.S.C. § 2283, and urges that P's application was wanting in equity because no showing had been made of irreparable harm.