SCHREIBER V. BURLINGTON NORTHERN, INC.
472 U.S. 1 (1985)
NATURE OF THE CASE: This was a dispute over a hostile tender offer.
FACTS: Burlington made a hostile tender offer for El Paso. Through a wholly owned
subsidiary Burlington proposed to purchase 25 million shares of El Paso at $24 per share.
Burlington reserved the right to terminate the offer if any of several specified events
occurred. The offer was fully subscribed by December 30, 1982, the deadline date. Burlington
did not accept the shares and instead announced on January 10, 1983 a new and friendly
takeover agreement. The new tender was for only 21 million shares and by February 8, more
than 40 million shares were tendered in response to the new offer. Because of the
substantial proration involved in the second offer, Schreiber filed suit alleging that
Burlington and El Paso's board violated 14(e) regarding fraudulent and deceptive or
manipulative acts or practices in connection with any tender offer. The District Court
dismissed.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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