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SALIT v. STANLEY WORKS

Civ. No. 2:91cv00553 (PCD).

802 F.Supp. 728 (1992)

Peter SALIT, et al. v. The STANLEY WORKS, et al.

United States District Court, D. Connecticut.

September 18, 1992.

Attorney(s) appearing for the Case

Arthur N. Abbey, Lee Squitieri, Abbey & Ellis, Robert I. Harwood, Wechsler, Skirnick, Harwood, Halebein & Feffer, New York City, Daniel Sagarin, Elia Alexiades, Hurwitz & Sagarin, Milford, Conn., for plaintiffs.

Joseph Guglielmmelli, Robert E. Zimet, Skadden, Arps, Slate, Meagher & Flom, New York City, Robert K. Ciulla, Tyler, Cooper & Alcorn, New Haven, Conn., Richard F. Orr, Tyler, Cooper & Alcorn, Hartford, Conn., for defendants.

RULING ON MOTION TO DISMISS

DORSEY, District Judge.

Plaintiffs allege violations of Sections 14(a) and 20(a) of the Securities Exchange Act, 15 U.S.C. §§ 78n(a) and 78t(a), Rule 14a-9 promulgated thereunder, and also a pendent claim for breach of fiduciary duty under state law. Defendants move to dismiss all claims.

I. Facts

The second amended complaint alleges the following.

Plaintiffs own stock in the Stanley...

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