Johnson Controls Merger Proxy Wasn’t Misleading, 7th Cir. Rules

Johnson Controls Inc. filed a proxy statement that was adequate to provide shareholders with necessary information ahead of its 2016 merger with Tyco International Plc, the Seventh Circuit ruled Monday.

The Securities Exchange Act doesn’t entitle investors to a list of alternative deal options that may provide a better return on their investment, so its lack wasn’t a material omission from the proxy, Judge Candace Jackson-Akiwumi wrote for the court.

“The Exchange Act aims to ensure transparency; it contains no promise of more lucrative deals for shareholders,” she said for the US Court of Appeals for the Seventh Circuit. ...