Glona v. American Guarantee & Liability Insurance

How later courts describe this case

• holding that a plaintiff who was forced to sell shares after a short form merger had standing to bring a § 10(b) claim
• affirming denial of leave to amend where facts known to plaintiff from outset and plaintiff awaiting outcome of motion to dismiss before seeking leave
• 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
• 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
• 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
• minority shareholders of corporation required to sell at specified price by fraudulent tender offer creating "short-form merger" qualify as "forced sellers"
• 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
• defrauded stockbroker granted standing when client refused to pay for ordered securities