Henwood

This action was brought by the Securities and Exchange Commission 1 for alleged violation on the part of appellants of Section 14(a) of the Securities and Exchange Act of 1934 (15 U.S.C. § 78n (a)) and of Regulation 14, 17 C.F.R. § 240.14 , promulgated thereunder. Jurisdiction below rested on 15 U.S.C. § 78 (aa). This court has jurisdiction to review the judgment and permanent restraining order issued below.

In this action, time is of the essence. We have examined with great care the six briefs, with their appendices, which have been filed herein. We have examined with care so much of the voluminous nineteen volume record as was specifically brought to our attention in the briefs and oral argument, and which we deem necessary for an understanding of the action.

We hold that there exists sufficient evidence in the record to affirm some, but not all, of the findings of fact and conclusions of law based thereon made by the trial judge. We therefore modify the judgment rendered below to read as follows:

We agree with the findings of fact in part only. In view of the fact, however, that no stockholders’ meeting of the United Industrial Corporation has been held for some months,…