On November 2nd, the Southern District of New York denied a shareholder's motion for a temporary restraining order to enjoin a special shareholder vote on a proposed merger. Second Circuit precedent exempts foreign private issuers from the Exchange Act's proxy rules. Nasdaq rules also permit foreign private issuers to use home country practices with respect to proxy timing. Since the majority shareholder supported the merger, assuring its completion, the challenged proxy is not an essential link to the transaction and plaintiff cannot show that the alleged misstatements cause her injury. Litwin v. OceanFreight, Inc.