Mesh v. Bennett
This case is a shareholder derivative action filed by Mesh against International Telephone and Telegraph Corporation (ITT) and its individual defendants. Mesh alleged that ITT's March 25, 1974, proxy statement omitted material information regarding the cost of a proposed modification to its Career Executive Incentive Stock Purchase Plan (CEISPP), thereby violating federal securities laws and fiduciary duties. The court considered a motion to dismiss as one for summary judgment, applying the materiality standard established in *TSC Industries, Inc. v. Northway, Inc.* It concluded that the proxy statement provided sufficient data for shareholders to estimate the potential cost, thus the omission was not material. Consequently, summary judgment was granted in favor of the defendants on the federal securities claim, leading to the dismissal of pendent state claims for lack of subject matter jurisdiction.