Judge John Gleeson
Bensinger's 2010 class action alleged Denbury disseminated a proxy containing misstatements and omissions related to a proposed merger with Encore Acquisition Co. In 2011 the court held the proxy's misrepresentations not immaterial. On Sept. 28, 2012, it concluded that Bensinger lacked standing to bring a claim under §14(a) of the Securities and Exchange Act of 1934 because his voting right—to choose whether to receive his allotted $50 per Encore share in all cash, cash and Denbury stock, or all Denbury stock—was not the type Congress intended to protect through §14(a). Discussing Federal Rule of Civil Procedure 15, district court granted Bensinger's May 2013 motion to file a third amended complaint so as to add a plaintiff who owned Encore stock as of the merger's record date and thus has standing to raise a claim under §14(a). Denbury had adequate notice that someone who held Encore stock at the time of the merger would bring a §14(a) claim, and that addition of such new plaintiff would not frustrate reasonable possibilities for a defense. In so doing the court determined that "mistake" need not be shown because Rule 15(c) extends to plaintiffs as long as defendants had reasonable notice of the existence of the proper party.
