(DOWNLOAD) "Schiller v. Tower Semiconductor Ltd." by 2005 United States Court of Appeals for the Second Circuit August Term # Book PDF Kindle ePub Free
eBook details
- Title: Schiller v. Tower Semiconductor Ltd.
- Author : 2005 United States Court of Appeals for the Second Circuit August Term
- Release Date : January 01, 2006
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 81 KB
Description
This case pits an old law against a "novel" argument. Gregory Schiller ("Schiller") individually appeals the dismissal of a shareholder class action complaint filed against Tower Semiconductor Ltd. ("Tower"), its directors, and certain Tower investors. The complaint alleges that a Tower proxy statement issued by defendants was materially misleading and therefore violated §§ 14(a) and 20(a) of the Securities Exchange Act of 1934 ("Exchange Act"), 15 U.S.C. §§ 78n(a), 78t, and certain regulations, including Rule 14a-9, 17 C.F.R. § 240.14a-9 (2004) ("Rule 14a-9"). The United States District Court for the Southern District of New York (Wood, J.) dismissed the complaint on the ground that Tower, an Israeli corporation, was a foreign private issuer and therefore exempt from the strictures of § 14(a) by virtue of Exchange Act Rule 3a12-3, 17 C.F.R. § 240.3a12-3 (2004) ("Rule 3a12-3"). In so doing, the district court rejected the plaintiffs claim that the Securities Exchange Commission ("SEC" or "the Commission") exceeded its authority in promulgating Rule 3a12-3. We affirm.
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