Kuebler v. Vectren Corp.

Dist. Ct. did not err in granting defendants-corporations and it officers’ motion to dismiss plaintiff-shareholders’ action under section 14(a) of Securities Exchange Act, alleging that corporation’s proxy statement issued to provide details of proposed merger of corporation with another corporate entity was misleading as to value of shareholders’ stock, where defendants’ advisor hired to provide stock valuation analysis omitted two financial metrics used by advisor in its analysis that led to opinion that proposed $72 sale price of stock was fair to stockholders. Dist. Ct. could properly find that omitted information was not material when compared to extensive information contained in proxy, and plaintiffs otherwise failed to identify circumstances under which disclosure of omitted information would plausibly have affected their votes for or against merger. Moreover, plaintiffs did not allege that advisor undervalued corporation or that corporation was worth more than $72 per share paid in merger. Also, plaintiffs failed to allege that merger was marred by bad faith or disregard for shareholder value, and plaintiffs failed to allege any economic loss arising out of contents of proxy, especially where plaintiffs failed to cite to any viable superior offer for their stock.