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In a 1970 case, Mills v. Electric Auto-Lite, 396 U.S. 375 (1970), the Supreme Court went beyond the 'traditional metes and bounds of the common fund doctrine' and embraced a companion doctrine called the 'substantial benefit' doctrine. Id. at 395. Creation or preservation of a common fund is not required under the substantial benefit doctrine; neither is an actual monetary recovery. Id. at 392. Mills involved a challenge by several minority shareholders to the merger of Electric Auto-Lite Company into Mergenthaler Linotype Company. Mergenthaler owned a majority of the shares of Electric Auto-Lite but not enough to approve the merger, which required a two-thirds vote. The dissenting shareholders established that the merger had been accomplished through the use of a materially false or misleading proxy statement. Observing that 'informed corporate suffrage' is an important policy under securities laws, and that the suing shareholders had therefore 'rendered a substantial service to the corporation and its shareholders,' the Supreme Court held that all shareholders should bear the costs of the expenses of the litigation and remanded the case for an award of attorney fees against the corporation. Id. at 396-97.

Two years later the Court applied ...

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