Corporations Keyed to Klein
Foremost-McKesson, Inc. v. Provident Securities Co
Facts
Respondent was a holding company that sought to liquidate its assets for its members. Respondent agreed to sell assets to Petitioner in return for cash and convertible debentures for Petitioner stock. The debentures were immediately convertible to Petitioner’s stock, and the total value was greater than 10% of Petitioner’s stock. Because it was greater than 10%, Respondent was a beneficial owner of Petitioner under Section: 16(b) of the Securities Exchange Act. The shares were converted and distributed to the members of the Respondent holding company. Respondent, realizing that the value of their ownership in Petitioner made them a beneficial owner, sought a declaratory judgment to affirm that they would not be liable for profits realized on the shares.
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