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Business Organizations Keyed to Allen
Brascan Ltd. v. Edper Equities Ltd.
Citation:
477 F. Supp. 773 (S.D.N.Y. 1979).Facts
Brascan was a Canadian Company trading its stock in Canada, the United Kingdom, and on the American Stock Exchange and had 50,000 public shareholders. Edper held a 5% stake in Brascan, and wished to increase its influence over the company by purchasing an additional 3 million shares. Brascan had declined a proposed friendly acquisition so Edper contacted Connacher, the president of Gordon Securities, Ltd. to advise. Thereafter, Gordon Securities contacted 30-50 institutional investors and 10-15 individual investors with large blocks of Brascan shares telling them Edper was willing to purchase 3 or 4 million shares at a premium price.
On April 30, 1979, Edper authorized its broker to purchase 2.5 million shares of Brascan at 22 3/4 per share (several dollars above trading price). The broker successfully purchased 3.1 million shares (2 million of which were offered by Gordon Securities on behalf of the solicited shareholders). On May 1, Edper resumed its buying activities and Gordon Securities again procured sellers, despite Edper assuring Canadian officials it did not intend to buy any more shares. That day Edper acquired 3.2 million shares at 22 3/4 or higher, almost half of which came from Gordon Securities solicitations.
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