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Business Associations Keyed to Diamond, 6th Ed.
Anadarko Petroleum Corporation v. Panhandle Eastern Corporation
Citation:
545 A.2d 1171 (1988)Facts
Panhandle Eastern Corporation owned Anadarko Petroleum Corporation as a wholly-owned subsidiary. On August 20, 1986, Panhandle’s board voted to spin off Anadarko by distributing one share of Anadarko common stock for each share of Panhandle stock held as of September 12, 1986 (record date), with distribution set for October 1, 1986. Between the announcement and distribution, Anadarko stock was traded on a “when-issued” basis. During this period, Panhandle began restructuring existing contracts between itself and Anadarko. On September 30, 1986, Anadarko’s board (mostly Panhandle affiliates) approved several disputed agreements by a 3-2 vote despite objections that they were unfair to Anadarko. After the spin-off was completed, Anadarko’s newly constituted board voted to rescind these agreements and sued Panhandle and the former directors for breach of fiduciary duty.
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