John Paul Stevens

“ Where there has been a finding of materiality, a shareholder has made a sufficient showing of causal relationship between the violation and the injury for which he seeks redress if, as here, he proves that the proxy solicitation itself, rather than the particular defect in the solicitation materials, was an essential link in the accomplishment of the transaction. ”

“ The interest in providing a remedy to the injured minority shareholders therefore is stronger, not weaker, than in Mills. The interest in avoiding speculative controversy about the actual importance of the proxy solicitation is the same as in Mills. ”

“ That the solicitation of proxies is not required by law or by the bylaws of a corporation does not authorize corporate officers, once they have decided for whatever reason to solicit proxies, to avoid the constraints of the statute. ”