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Business Associations Keyed to Hamilton
Basic Inc. v Levinson
Facts
Before December 20, 1979, Basic Inc. (Defendant) was a publicly traded company mainly involved in the business of manufacturing chemical refractors for the steel industry. Beginning in 1976, Combustion Engineering, Inc., a company producing aluminum refractors, sought a merger with Basic (Defendant). During 1977 and 1978, Defendant made three public statements denying it was engaged in merger negotiations. On December 18, 1978k, Defendant asked the New York Stock Exchange to suspend trading in its shares and issued a release stating it had been “approached” by another company regarding a merger. On December 20, 1978, Defendant announced publicly its approval of Combustion’s tender offer for all outstanding shares of Basic (Defendant). Levinson (Plaintiff), a shareholder of Basic (Defendant), then brought a class action against Defendant and its directors claiming that Defendant had violated S 10(b) of the Securities and Exchange Act as it had issued three false or misleading public statements. Plaintiff argued that the class was injured because class members sold Basic (Defendant) shares at artificially depressed prices in a market affected by Defendant’s misleading statements and in reliance thereon. The district court granted summary judgment for Defendant, holding that as a matter of law, any misstatements made by Defendant were immaterial. The court of appeals reversed, holding that Defendant’s statements were misleading. Defendant appealed.
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