Western Maryland Company (Western) was a timbering and mining concern. A substantial portion of its stock was owned by CSX Minerals (CSX), its parent corporation. The remaining shares were owned by several minority shareholders, including Sanford E. Lockspeiser. Western's stock was not publicly traded. The board of directors of Western voted to merge the company with CSX. Western distributed to the minority shareholders a proxy statement that stated that CSX would vote for the merger and recommended approval of the merger by the other shareholders. The proxy materials disclosed Western's natural resource holdings in terms of acreage of minerals and timber. It also stated real property values as carried on the company's books - that is, a book value of $17.04 per share.

It included an opinion of the First Boston Corporation, an investment banking firm, that the merger was fair to shareholders; First Boston did not undertake an independent evaluation of Western's physical assets. Lockspeiser sued, alleging that the proxy materials were misleading because they did not state tonnage of Western's coal reserves, timber holdings in board feet, and actual value of Western's assets. Has Lockspeiser stated a claim for relief? If so, what is the claim?