opinion: Aaron M. NADLER, Petitioner, v. SECURITIES AND EXCHANGE COMMISSION, Respondent, Securities Corporation General, Intervenor, Dynamics Corporation of America, Intervenor.
  No. 22, Docket 26810.
  United States Court of Appeals Second Circuit.
  Argued Oct. 11, 1961.
  Decided Oct. 31, 1961.
  Cameron I. Kay, of Hale, Kay & Grant, New York City, for petitioner.
  Mitchell S. Rieger, Associate Gen. Counsel, Securities and Exchange Commission, Washington, D. C. (Allan F. Conwill, Gen. Counsel, and Paul J. Kemp, Atty., Securities and Exchange Commission, Washington, D. C., on the brief), for respondent.
  Bernard D. Cahn, New York City (Arthur W. Murphy and Stephen F. Selig, New York City, on the brief), for intervenor Securities Corporation General.
  Bruce Bromley, of Cravath, Swaine & Moore, New York City (Allen F. Mauls-by, Alan R. Finberg, and John W. Barnum, of Cravath, Swaine & Moore, New York City, on the brief), for intervenor Dynamics Corporation of America.
  Before CLARK, WATERMAN, and MOORE, Circuit Judges.
  PER CURIAM.
  On December 30, 1959, the Securities and Exchange Commission, pursuant to § 17(b) of the Investment Company Act of 1940, 15 U.S.C. § 80a — 17(b), granted an exemption of § 17(a) thereof, 15 U.S.C. § 80a — 17(a), for a proposed sale by Securities Corporation General to Dynamics Corporation of America of its stock holdings in a third corporation (Anemostat Corporation of America), and also pursuant to § 23(c)(3) of the Act, 15 U.S.C. § 80a — 23(c)(3), permitted SCG to receive in exchange certain shares of its own preferred stock held by DCA, as well as cash. The present petition for review, brought by Nadler as a common stockholder of SCG, is from a Commission order of December 23, 1960, holding that no basis exists to revoke the prior order. Nadler’s attack is based upon the claim that the SCG directors who sought the exemption were improperly chosen under § 16 (a) of the Act, 15 U.S.C. § 80a — 16(a) — being elected by the board of directors, rather than by the shareholders at a shareholders’ meeting. The Commission, after hearing, found that there was a failure to comply with this provision, but that the failure was inadvertent and the persons involved were the major beneficial owners of the company and could have elected the same persons as directors and did so at the next regular stockholders’ meeting in accordance with § 16(a). Then it made an extensive review of the evidence and found that there was no evidence of fraud or overreaching in the transaction and that the terms and considerations of the transaction were fair and reasonable. So it declined to revoke its exemption.
  These findings, which are supported by the evidence, are crucial against the petitioner’s claim. We see no basis for the conclusion that all acts by a board not chosen as required by § 16(a) must be considered void. The statute indicates that such a board has power to take action to secure a properly chosen board within a sixty-day period, which may be extended by the Commission. It would be an unsound policy, fraught with harm to the shareholders, to have everything done by such a board to carry on the corporation’s normal business, especially within the statutory period, declared invalid. The Commission acted properly in carefully scrutinizing transactions during the interim period and in not voiding transactions found to be reasonable and proper in themselves. Nadler’s further claims of inadequate hearing and lack of notice must fall because of the undoubted fact that eventually he was given a very full hearing.
  Affirmed.
instruction: What follows is an opinion from a United States Court of Appeals.
  Intervenors who participated as parties at the courts of appeals should be counted as either appellants or respondents when it can be determined whose position they supported. For example, if there were two plaintiffs who lost in district court, appealed, and were joined by four intervenors who also asked the court of appeals to reverse the district court, the number of appellants should be coded as six.
  In some cases there is some confusion over who should be listed as the appellant and who as the respondent. This confusion is primarily the result of the presence of multiple docket numbers consolidated into a single appeal that is disposed of by a single opinion. Most frequently, this occurs when there are cross appeals and/or when one litigant sued (or was sued by) multiple litigants that were originally filed in district court as separate actions. The coding rule followed in such cases should be to go strictly by the designation provided in the title of the case. The first person listed in the title as the appellant should be coded as the appellant even if they subsequently appeared in a second docket number as the respondent and regardless of who was characterized as the appellant in the opinion.
  To clarify the coding conventions, consider the following hypothetical case in which the US Justice Department sues a labor union to strike down a racially discriminatory seniority system and the corporation (siding with the position of its union) simultaneously sues the government to get an injunction to block enforcement of the relevant civil rights law. From a district court decision that consolidated the two suits and declared the seniority system illegal but refused to impose financial penalties on the union, the corporation appeals and the government and union file cross appeals from the decision in the suit brought by the government. Assume the case was listed in the Federal Reporter as follows:
  United States of America,
  Plaintiff, Appellant
  v
  International Brotherhood of Widget Workers,AFL-CIO
  Defendant, Appellee.
  International Brotherhood of Widget Workers,AFL-CIO
  Defendants, Cross-appellants
  v
  United States of America.
  Widgets, Inc. & Susan Kuersten Sheehan, President & Chairman
  of the Board
  Plaintiff, Appellants,
  v
  United States of America,
  Defendant, Appellee.
  This case should be coded as follows:Appellant = United States, Respondents = International Brotherhood of Widget Workers Widgets, Inc., Total number of appellants = 1, Number of appellants that fall into the category "the federal government, its agencies, and officials" = 1, Total number of respondents = 3, Number of respondents that fall into the category "private business and its executives" = 2, Number of respondents that fall into the category "groups and associations" = 1.
  Your task is to identify the state of the first listed state or local government agency that is an appellant.
choices: not Alabama Alaska Arizona Arkansas California Colorado Connecticut Delaware Florida Georgia Hawaii Idaho Illinois Indiana Iowa Kansas Kentucky Louisiana Maine Maryland Massachussets Michigan Minnesota Mississippi Missouri Montana Nebraska Nevada New New New New North North Ohio Oklahoma Oregon Pennsylvania Rhode South South Tennessee Texas Utah Vermont Virginia Washington West Wisconsin Wyoming Virgin Puerto District Guam not Panama