# Southern Regional Joint Board of Unite v. May Department Stores Co.

> Court of Appeals for the Second Circuit · March 25, 1999 · 171 F.3d 754

URL: https://www.frixlaw.com/law-library/cases/6982029

## Case

- **Full name:** THE SOUTHERN REGIONAL JOINT BOARD OF UNITE, The May Company Independent Shareholders Committee, Union of Needletrades, Industrial and Textile Employees ("UNITE") v. THE MAY DEPARTMENT STORES COMPANY, INC.
- **Court:** Court of Appeals for the Second Circuit
- **Decided:** March 25, 1999
- **Citations:** 171 F.3d 754
- **Precedential status:** Published
- **Opinion:** Opinion of the court
- **Judges:** McLaughlin, Newman, Parker
- **Cited by:** 1 later opinions in the Frix Law Library

## Citator (automated)

- No negative treatment found by the automated citator. That is not the same as a confirmation that the case is good law; read the citing cases.
- Full citator and citing cases: https://www.frixlaw.com/law-library/cases/6982029

## Opinion text

PER CURIAM.
Plaintiffs-Appellants Union of Needle-trades, Industrial & Textile Employees (“Unite”), The Southern Regional Joint Board of Unite, and The May Company Independent Shareholders Committee (collectively, “UNITE”) appeal from the Judgment and Order of the United States District Court for the Southern District of New York, entered November 24, 1997, dismissing UNITE’s case for failure to state a cause of action under Fed.R.Civ.P. 12(b)(6) and failure to plead with particularity the circumstances constituting the claim for violation of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 thereunder.
Plaintiffs-Appellants brought an action in the district court seeking recovery on two grounds. First, they sought declaratory and injunctive relief on the ground that Defendant-Appellee’s proxy solicitations violated Section 14(a) of the Securities Exchange Act of 1934, 15 U.S.C. § 78u(a); and SEC Rules 14a-4(a), 14a-4(b), and 14a-4(c). Second, they sought declaratory and injunctive relief on the ground that Defendant-Appellee’s proxy solicitations contained false and misleading statements in violation of Section 14(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9. Defendant-Appellee moved to dismiss the complaint for failure to state a claim and for failure to plead fraud with particularity. This motion was granted by the district court on November 14, 1997, in Union of Needletrades, Industrial and Textile Employees (“Unite") et al. v. May Department Stores Company, 26 F.Supp.2d 577 (S.D.N.Y.1997). This appeal followed.
The record shows that the district court committed no error in granting Defendant-Appellee’s motion to dismiss. Accordingly, we affirm the district court for substantially the same reasons stated by the district court in its opinion.
The judgment of the district court is hereby AFFIRMED.

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/6982029. Public record. Not legal advice.