Blau v. Hodgkinson
Decision Date | 03 August 1951 |
Citation | 100 F. Supp. 361 |
Parties | BLAU et al. v. HODGKINSON et al. |
Court | U.S. District Court — Southern District of New York |
Morris J. Levy, New York City, for plaintiff.
Cleary, Gottlieb, Friendly & Hamilton, New York City, (Henry J. Friendly, New York City, of counsel), for defendants.
Roger S. Foster, Gen. Counsel, Manuel F. Cohen, Special Counsel, Division of
Corp. Finance, Meyer Feldman, and Herbert Schick, all of Washington, D. C., for Securities and Exchange Commission as amicus curiae.
Both plaintiff and defendants have moved for a summary judgment. Plaintiff's claim is based on § 16(b) of the Securities Exchange Act of 1934, 15 U.S.C.A. § 78p(b).1 The Securities and Exchange Commission has filed a brief amicus curiae.
The defendants' notice of motion under Rule 56 Fed.Rules Civ.Proc. 28 U.S.C.A. asks the Court:
The plaintiff's cross motion prays: "* * * for an order pursuant to Rule 56 of the Federal Rules of Civil Procedure, granting a summary judgment in favor of the plaintiff and against the defendants upon the ground that, except as to the amount of damages, there is no genuine issue as to any material fact and that plaintiff is entitled to a judgment as a matter of law, and that plaintiff have such other and different relief as to the Court may seem just and proper, including a reasonable fee for plaintiff's attorney."
The affidavit of plaintiff's attorney states:
Therefore we can look to the affidavits submitted by the defendant for a detailed statement of the facts, which are somewhat involved although not disputed.
The affidavit of Mr. Lebor, treasurer of Federated Department Stores, Inc., to which are annexed a number of exhibits points up the issues and also contains important particulars relevant to the issues. I quote from it at some length as follows:
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"Each warrant was to authorize the holder to purchase one share of common stock of Federated, on or before May 1 of the fifth year after the calendar year in which the warrant was originally issued, at a price equivalent to the average closing price or bid price for the stock for the ten trading days prior to the first day of the calendar month as of which such warrant was originally issued. If the warrant was not exercised, it could be converted, without payment, into one-tenth of a share of common stock of Federated at any time before it expired, but only after two years from its original issue date. This right of conversion was exercisable only while the warrant remained in the possession of the original recipient who was still in the employ of one of the subsidiaries of Federated unless this requirement of employment at the time of conversion was waived by Federated.
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