survivor

The Pennsylvania Abortion Control Act of 1982, as amended in 1988 and 1989, established several requirements governing the performance of abortions within the Commonwealth. The Act required a woman seeking an abortion to provide informed consent after receiving specific information from a physician or counselor at least twenty-four hours before the procedure. It mandated that a minor obtain the informed consent of one parent, subject to a judicial bypass option. It further required a married woman to sign a statement confirming that she had notified her husband of her planned abortion, unless certain exceptions applied. The Act also imposed reporting obligations on facilities providing abortion services and defined a medical emergency exception to the various requirements. Before any of these provisions took effect, the petitioners brought suit in the United States District Court for the Eastern District of Pennsylvania. The petitioners were five abortion clinics and one physician representing himself as well as a class of physicians who provide abortion services. They sought declaratory and injunctive relief and challenged each provision as unconstitutional on its face. The District Court entered a preliminary injunction. After conducting a three-day bench trial, the District Court held all the provisions unconstitutional and entered a permanent injunction against their enforcement by Pennsylvania. The Court of Appeals for the Third Circuit affirmed in part and reversed in part. It adopted the District Court's factual findings and legal analysis except with respect to the spousal notification requirement. The Court of Appeals upheld the spousal notification requirement as constitutional and applied the undue burden standard in evaluating the provisions. The Supreme Court granted certiorari to consider the constitutionality of the challenged provisions of the Pennsylvania statute.

Petitioners were shareholders of the Electric Auto-Lite Company until 1963, when it was merged into Mergenthaler Linotype Company. They brought suit on the day before the shareholders’ meeting at which the vote was to take place on the merger, against Auto-Lite, Mergenthaler, and a third company, American Manufacturing Company, Inc. The complaint sought an injunction against the voting by Auto-Lite’s management of all proxies obtained by means of an allegedly misleading proxy solicitation. However, it did not seek a temporary restraining order, and the voting went ahead as scheduled the following day. Several months later petitioners filed an amended complaint seeking to have the merger set aside. In Count II of the amended complaint, petitioners alleged that the proxy statement sent out by the Auto-Lite management to solicit shareholders’ votes in favor of the merger was misleading, in violation of § 14 (a) of the Act and SEC Rule 14a-9 thereunder. Before the merger, Mergenthaler owned over 50% of the outstanding shares of Auto-Lite common stock, and had been in control of Auto-Lite for two years. American Manufacturing in turn owned about one-third of the outstanding shares of Mergenthaler, and for two years had been in voting control of Mergenthaler and, through it, of Auto-Lite. Petitioners charged that in light of these circumstances the proxy statement was misleading in that it told Auto-Lite shareholders that their board of directors recommended approval of the merger without also informing them that all 11 of Auto-Lite’s directors were nominees of Mergenthaler and were under the control and domination of Mergenthaler. On petitioners’ motion for summary judgment with respect to Count II, the District Court for the Northern District of Illinois ruled as a matter of law that the claimed defect in the proxy statement was, in light of the circumstances in which the statement was made, a material omission. After holding a hearing on the issue of causation, the court found that under the terms of the merger agreement an affirmative vote of two-thirds of the Auto-Lite shares was required for approval of the merger, and that the respondent companies owned and controlled about 54% of the outstanding shares. At the stockholders’ meeting, approximately 950,000 shares, out of 1,160,000 shares outstanding, were voted in favor of the merger, including 317,000 votes obtained by proxy from the minority shareholders that were necessary and indispensable to the approval of the merger. The District Court concluded that a causal relationship had thus been shown and granted an interlocutory judgment in favor of petitioners on the issue of liability. The Court of Appeals affirmed the District Court’s conclusion that the proxy statement was materially deficient but reversed on the question of causation, ruling that the issue was to be determined by proof of the fairness of the terms of the merger. Claiming that the Court of Appeals had construed this Court’s decision in J. I. Case Co. v. Borak in a manner that frustrates the statute’s policy of enforcement through private litigation, the petitioners sought review in this Court. The Supreme Court granted certiorari, believing that resolution of this basic issue should be made at this stage of the litigation.

Oscar M. Miller, a minority shareholder of Miller Waste Mills, Inc., initiated a shareholder's derivative action against his brothers Rudolph W. Miller and Benjamin A. Miller and several corporations they owned and controlled. The suit sought to recover assets and profits of the defendant corporations, which the plaintiff alleged had been wrongfully diverted from Miller Waste. The defendant corporations included Unit Manufacturing Company, Filter Supply Corporation, Miller-Felpax Corporation, Miller Lubricator Company, Fiberite Corporation, and Melamine Plastics Corporation. Following a lengthy trial by the court without a jury and the denial of post-trial motions, the trial court entered judgment dismissing the complaint, from which Oscar appealed. The Miller family business originated in the 1890s when Joseph Miller established a general scrap business in Winona, Minnesota, dealing in metals, hides, paper, rags, and other reclaimable materials. In 1923, Joseph purchased a waste puller machine to enter the waste business, which involved buying rags and waste threads from brokers and textile mills for processing into packing waste and wiping waste sold mainly to railroads. The business was incorporated in 1927 as Miller Waste Mills, Inc., with initial shareholders including Joseph, Jennie, Oscar, and Rudolph. Oscar terminated his relationship with the corporation in 1932 and moved to New York City to work as a securities analyst, while Benjamin joined the business around that time. In 1940, Joseph retired at age 75 due to ill health, leading to an extensive reorganization of Miller Waste. Rudolph and Benjamin acquired majority ownership and active management of the corporation. Joseph and Jennie executed a joint will providing for the distribution of shares to their other children, including a remainderman's interest for Oscar in 34 shares. Agreements were executed assigning a 45-percent interest in felpax lubricator patents to Joseph in exchange for payment of Rudolph's debt and obligating Rudolph and Benjamin to make weekly payments to their parents. After the reorganization, Rudolph and Benjamin controlled Miller Waste as officers and directors. During World War II, Miller Waste encountered difficulties fulfilling government contracts that required small 5- to 7-pound packages of waste, as its operations were geared toward high-volume baled waste. In 1943, Rudolph, Benjamin, and their wives formed Unit Manufacturing Company to handle the small packaging business, which was transferred from Miller Waste along with wiper cloth packaging, mop manufacturing, and a welding business. Unit expanded into manufacturing filter element socks and cartridges. The partnership was later transferred to Filter Supply Corporation, incorporated in 1951. Rudolph also pursued development of the felpax lubricator through Miller-Felpax Company, incorporated in 1947, and the Miller lubricator through Miller Lubricator Company, incorporated in 1953. In 1948 and 1952, Rudolph and Benjamin formed Fiberite Corporation and Melamine Plastics Corporation to manufacture plastic molding compounds, with Miller Waste supplying cotton cuttings as filler material. A plastic trading division was added to Miller Waste in 1960. All transactions between Miller Waste and the defendant corporations were conducted at prices equal to or higher than those with unrelated customers, providing Miller Waste with a captive market for its products. The purposes and operations of the defendant corporations were disclosed to family members, including Jennie Miller, who served on the board of Fiberite until 1956. The trial occurred in 1971, resulting in dismissal of the complaint and this appeal.

Isaac Boggs began working for South Central Bell in 1949 and remained employed until his retirement in 1985. He was married to Dorothy Boggs from 1949 until her death in 1979, and the couple had three sons. After Dorothy died, Isaac married Sandra Boggs in 1980, and they remained married until Isaac's death in 1989. Upon retirement, Isaac received a lump-sum distribution of $151,628.94 from the Bell System Savings Plan, which he rolled over into an Individual Retirement Account worth $180,778.05 at his death. He also received 96 shares of AT&T stock from the Bell South Employee Stock Ownership Plan and a monthly annuity of $1,777.67 from the Bell South Service Retirement Program. Dorothy's will bequeathed one-third of her estate to Isaac outright along with a lifetime usufruct in the remaining two-thirds, with naked ownership passing to the sons. A 1980 Louisiana judgment of possession ascribed to Dorothy's estate a community property interest in Isaac's Savings Plan account valued at $21,194.29. After Isaac's death, Sandra began receiving a survivor annuity and other benefits. The sons filed suit in Louisiana state court claiming a portion of the retirement benefits under Dorothy's will and Louisiana community property law. Sandra then filed a declaratory judgment action in the United States District Court for the Eastern District of Louisiana asserting that ERISA preempts the sons' claims. The District Court granted summary judgment against Sandra. The Fifth Circuit affirmed. The Supreme Court granted certiorari.