Glona v. American Guarantee & Liability Insurance

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 | minority shareholders of corporation required to sell at specified price by fraudulent tender offer creating “short-form merger” qualify as “forced sellers” | defrauded stockbroker granted standing when client refused to pay for ordered securities | forced sales of stockholders by short-form merger squeeze-out makes reliance irrelevant | “[w]hatever need there may be to show reliance in other situations [citing List and other cases], we regard it as unnecessary in the limited instance when no volitional act is required and the result of a forced sale is exactly that intended by the wrongdoer” | after short-form merger, plaintiff had right to cash or appraisal | Party who had not sold stock at time of suit had standing to sue under § 10(b) and Rule 10b-5, because, if suit were not successful, he would be required, by law regulating short form mergers, to sell his stock; party was considered a “forced seller.” | forced or constructive sale due to merger | forced or constructive sale due to merger | complaint dismissed; motion to amend followed