STRAUB, Circuit Judge: The Plaintiffs-Appellants, Jay H. Koppel and Arnold E. Greenberg, appeal from a judgment of the United States District Court for the Southern District of New York (Robert L. Carter, Judge) dismissing their complaints for failure to state a claim upon which relief may be granted. Both complaints allege violations of § 14(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. § 78n(a),…
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