The case should not be dismissed, because the plaintiff has the right to sue under 14a and she could get private remedies as under the Act. A private party can bring a Section 14(a) action when the proxy statement contained false and misleading statements that violated the Securities Exchange Act as to direct and derivative causes. 14(a), which means that a plaintiff should show a material misstatement or omission in the proxy statement and proxy were an essential link in the accomplishment of the transaction. In our case, the board of directors omitted the facts that they were going to commit the bribe. This omission is material because this statement is essential to accomplish the transaction with republic of in, and in other words, if the bribe was in the proxy statement and to be voted by the shareholders, it is not likely that the shareholders would vote for it and let the transaction continue. Second, the plantiff should have the right to ask for remedy including damages, injunction, or even rescission in J.I. case Co. v. Borak, so plantiff in our case could seek for monetary damages.