In re Ivan F. Boesky Securities Litigation, 957 F. 2d 65 - Court of Appeals, 2nd Circuit 1992

Defendants-appellants Maxus Energy Corporation ( Maxus Energy ) and Maxus Corporate Company ( Maxus Corporate ), each a Delaware corporation, appeal from a modified declaratory judgment and injunction order entered in the United States District Court for the Southern District of New York (Pollack, J.). The modified judgment and injunction were entered by the district court after our decision in Kidder, Peabody & Co. v. Maxus Energy Corp., 925 F.2d 556 (2d Cir.), cert. denied, ___ U.S. ___, 111 S.Ct. 2829, 115 L.Ed.2d 998 (1991), in which we remanded the case after partially affirming and partially reversing the district court\u27s original declaratory judgment and injunction order. The declaratory judgments and injunctions entered in this case all involved claims arising out of merger transactions to which the predecessors of appellants were parties. The modified judgment declared, among other 67*67 things, that (i) the exchange ratios relating to the distribution of stock in the merger of a new holding company, Maxus Energy\u27s predecessor, were not subject to retroactive adjustment, and (ii) appellants suffered no cognizable injury in connection with the merger transactions. The modified injunction order enjoined relitigation by appellants of any federal claims, and any claims embraced by federal claims, arising from the merger transactions. Appellants contend that the district court\u27s modified declaratory judgment and injunction order squarely violate and circumvent the mandate of our Kidder decision. We do not endorse these specific descriptions of the actions taken on remand by the learned district judge. However, we are concerned, for the reasons that follow, that the terms of the modified judgment and injunction reasonably could be interpreted in a manner that might conflict with the mandate of Kidder. Accordingly, the modified declaratory judgment and injunction order are further modified to conform to the requirements of this opinion. The case is remanded to the district court for entry of a judgment and injunction incorporating the additional modifications