Securities Regulation Keyed to Coffee
Santa Fe Industries, Inc. v. Green
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Lacking notice or a vote by shareholders under state law a short-form merger could be accomplished. Santa Fe Industries (Defendant) owned 95% of the stock in Kirby and wanted to eradicate all minority ownership in it. All substantial information was revealed to shareholders and they were offered $150 per share and were informed that if they felt disappointed they were able to pursue appraisal rights in court as allowed under state law. Based on Kirby’s tangible assets as revealed by Santa Fe it seems the $150 per share offer was a reduced amount in the worth per share, though this was not brought to the attention of the minority shareholders. Claiming that the price offered was discriminatory and Santa Fe failed to reveal the true worth of the shares based on asset worth, Green and other minority shareholders wanted to stop the merger under § 10(b) and Rule 10b-5. Santa Fe claimed that it had revealed all substantial information, as there was a suitable resolution accessible that its actions were legal.
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