Owens v. Aetna Life & Casualty Co.

setting forth criteria for attributing evidentiary weight to an internal report | affirming trial court’s exclusion of plaintiffs’ proffered expert testimony on the ordinary standards against which the actions of boards of directors and investment bankers would be measured because such evidence would impinge on the function of the trial court | policy of resisting all acquisition offers does not violate federal securities law absent deceptive conduct | plaintiff may not bootstrap a fiduciary duty case into securities fraud by alleging failure to disclose the breach of duty | so long as state law regulates activities of defendants, they are exempt from antitrust laws by virtue of McCarran-Ferguson | Normal duties of a director and payment of normal director’s fees insufficient to show interest or lack of independence | shareholders cannot “bootstrap” a fiduciary duty claim onto a federal securities section 10(b) violation alleging non-disclosure of culpability | plaintiff cannot bootstrap a fiduciary duty claim into a federal securities action by alleging nondisclosure of the culpability of defendants’ acts or motives | “Since failure to obey a court judgment is an indirect contempt, notice by an order to show cause and a plenary hearing are appropriate.” | plaintiff may not bootstrap a fiduciary duty case into securities fraud by alleging failure to disclose the breach of duty | joint rate setting and risk classification through rating association are the business of insurance | in context of proxy contest, sale of shares to proposed merger partner upheld | where a tender offer was withdrawn before plaintiffs had the opportunity to decide whether to tender their shares, it was impossible for plaintiffs to rely on any alleged deception in making their decision to tender | joint rate setting and risk classification through rating association are the business of insurance | discussing circumstances when internal financial projections are appropriate for disclosure | no duty to disclose financial projections