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City Trading Fund v. Nye

Disclosure-Only Settlement Denied; New Disclosures Were Immaterial to Shareholders

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DECISION & ORDERI. Introduction

*1  This case concerns the acquisition of Texas Industries, Inc. (TXI) by Martin Marietta Materials, Inc. (the Company), a North Carolina Corporation. The plaintiffs, stockholders of the Company,1 filed this action on May 30, 2014, alleging that the Company breached its fiduciary duties to its shareholders by making material misstatements and omissions in the definitive proxy, which was provided to the shareholders for the purpose of evaluating and voting on the proposed merger. Plaintiffs’ operative pleading is their amended complaint that was filed on June 19, 2014. Simply put, this is a case where a stockholder sought to enjoin a merger on the ground of inadequate disclosures. The stockholder moved for a preliminary injunction, and on the eve of

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