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Business Associations Keyed to Diamond, 6th Ed.
Basic Inc. v. Levinson
Citation:
485 U.S. 224 (1988)Facts
Between 1976 and 1978, Basic Inc., a publicly traded company manufacturing chemical refractories, engaged in merger discussions with Combustion Engineering. Despite these ongoing discussions, Basic issued three public statements denying that merger negotiations were taking place or that it knew of any corporate developments to explain unusual trading activity in its stock. On December 18, 1978, Basic asked the New York Stock Exchange to suspend trading in its shares and announced it had been approached regarding a merger. The next day, Basic’s board endorsed Combustion’s offer of $46 per share, and the following day publicly announced approval of Combustion’s tender offer. Former Basic shareholders who sold their stock between Basic’s first denial in October 1977 and the trading suspension in December 1978 brought a class action, alleging violations of Section 10(b) and Rule 10b-5. They claimed they sold their shares at artificially depressed prices due to Basic’s misleading statements denying merger negotiations.
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