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ORDER GRANTING PLAINTIFFS MOTION FOR SUMMARY JUDGMENT
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EXTRACTED KEY WORDS
KONIAG
KONIAG SHAREHOLDERS
DEFENDANTS
MATERIAL FACT
ALASKA
MISLEADING
LAW
PAGANO
SUMMARY JUDGMENT
COURT
MATTER
FRANK PAGANO
VOTE
FOOTNOTE
FIRST AMENDED COMPLAINT
ENDNOTE
DISTRIBUTION
SUPERIOR COURT
SOLICITATION CAMPAIGN
ALASKA SECURITIES LAW
AAC
MATERIALITY
MATERIALLY FALSE
MISREPRESENTATION
THIRD JUDICIAL DISTRICT
PLAINTIFF
CHARLOTTE PAGANO
ORDER GRANTING
KONIAG MEMO
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IN THE SUPERIOR COURT FOR THE STATE OF ALASKA
IN THE SUPERIOR COURT FOR THE STATE OF ALASKA
THIRD JUDICIAL DISTRICT
KONIAG, INC., an Alaska corporation, Plaintiff,
vs.
FRANK PAGANO, CHARLOTTE PAGANO, and RAYMOND KURT SWENSEN, Defendants.
Case No. 3AN-97-10079CI
ORDER GRANTING PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT
AS TO COUNT I OF ITS FIRST AMENDED COMPLAINT
Plaintiff Koniag, Inc. ("Koniag") moves for consolidated summary judgment, arguing that
o, Charlotte Pagano, and Raymond Swensen ("Defendants") both prior to, and during, their November
ading statements of material fact as a matter of law. Based on the analysis below, I agree with
I. BACKGROUND
The documents which are the subject of this motion were sent by Defendants to Koniag
roxy vote, to reject a Board proposal to create a permanent trust fund for proceeds from sales of
nated by the Koniag Board. At Koniag's 1997 Annual Meeting, the permanent trust fund proposal
were elected. None of the Defendants were elected to the Koniag Board.
There are three documents which are central to this motion. First, an April 1997 letter from
areholders. Second, Defendants' November 1997 proxy solicitation, which sought votes for the
ntained in the proxy solicitation materials entitled, "What Every Shareholder Should Know," which
r informational meeting in Anchorage.
SNIPPETS:
IN THE SUPERIOR COURT FOR THE STATE OF ALASKA
THIRD JUDICIAL DISTRICT
KONIAG, INC., an Alaska corporation, Plaintiff,
FRANK PAGANO, CHARLOTTE PAGANO, and RAYMOND KURT SWENSEN, Defendants.
ORDER GRANTING PLAINTIFF'S MOTION FOR SUMMARY JUDGMENT
AS TO COUNT I OF ITS FIRST AMENDED COMPLAINT
The documents urged Koniag shareholders, by a proxy vote, to reject a Board proposal to
Second, Defendants' November 1997 proxy solicitation, which sought votes for the December
Koniag argues that the April 1997 letter was a proxy solicitation statement and that
It also claims that certain statements in the November proxy solicitation are materially
Koniag finally argues that Defendants' proxy solicitation, as a matter of law, fails to
In order for summary judgment to be granted, the movant must show that there is no
it is expressly exempted from the Federal Securities Act of 1933 and the Securities Exchange
They claim that their letter was sent to only 430 of the 3500 Koniag shareholders, six months
I believe that the April letter is a proxy statement under 3 AAC 08.365.
3 AAC 08.315 provides that "A misrepresentation is material if there is a substantial
The regulation's language defining materiality is taken from the holding in Brown v. Ward,
Footnote 2: See Koniag Memo in Support,
The trial court made a factual finding that CIRI did not in fact have the large amounts of
However, the trial court found that Ward's solicitation was not materially misleading, but
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