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Business Organizations Keyed to Chasalow, 3rd Ed.
Basic Inc. v. Levinson
Citation:
485 U.S. 224 (1988)Facts
Beginning in September 1976, Combustion Engineering expressed interest in acquiring Basic Inc., and representatives from both companies had meetings and conversations concerning a possible merger. Despite these discussions, Basic made three public statements in 1977 and 1978 denying it was engaged in merger negotiations. On October 21, 1977, Basic’s president stated the company knew no reason for the heavy trading activity in its stock and that no merger negotiations were underway. Similar denials were issued on September 25, 1978, and November 6, 1978. On December 18, 1978, Basic asked the New York Stock Exchange to suspend trading in its shares and announced it had been approached by another company regarding a merger. The next day, Basic’s board endorsed Combustion’s offer of $46 per share, and on December 20, 1978, Basic publicly announced its approval of Combustion’s tender offer. Former Basic shareholders who sold their stock between October 1977 and December 1978 brought a class action against Basic and its directors, alleging violations of Section 10(b) and Rule 10b-5 for issuing false and misleading statements.
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