Meidinger v. Koniag, Inc.

Shareholders' proxy solicitation, which attacked proposed trust amendment on ground that trustees would have authority to alter key trust characteristics, made materially untrue statements where other provisions of proposal limited trustees' authority.

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The full case caption appears at the end of this opinion.

EASTAUGH, Justice.

I. INTRODUCTION

In this appeal we consider claims arising out of the solicitation of proxies by shareholders of an Alaska Native regional corporation. Because we conclude that certain proxy solicitation statements by the shareholders were materially false as a matter of law, we affirm the superior court’s grant of summary judgment as to those statements. But because the corporation voluntarily dismissed its remaining claims for materially false or misleading proxy solicitation statements, we do not reach the merits of the corporation’s cross-appeal challenging the superior court’s denial of summary judgment as to those claims.

II. FACTS AND PROCEEDINGS

Koniag, Inc. is an Alaska corporation, incorporated under the Alaska Native Claims Settlement Act [FOOTNOTE 1] (ANCSA) as a regional corporation. In December 1997 Koniag held its annual shareholders meeting in Kodiak (1) to elect three directors to the board of directors for three-year terms; and (2) to vote on Proposition 1, which provided for the establishment of a permanent fund as a settlement trust under the provisions of ANCSA.

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Meidinger v. Koniag, Inc.

Shareholders' proxy solicitation, which attacked proposed trust amendment on ground that trustees would have authority to alter key trust characteristics, made materially untrue statements where other provisions of proposal limited trustees' authority.

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