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Corporations Keyed to Hazen
Basic Inc. v. Levinson
Citation:485 U.S. 224 (1988)
Prior to December 20, 1978, Basic Incorporated was a publicly traded company. Beginning in 1976, Combustion Engineering, Inc. representatives had meetings with Basic officers and directors, including petitioners here, concerning the possibility of a merger. On December 18, 1978, Basic asked the New York Stock Exchange to suspend trading in its shares and issued a release stating that it had been approached by another company. On December 19, Basic’s board endorsed Combustion’s offer of $46 per share for its common stock and publicly announced its approval of the tender offer. Respondents are former Basic shareholders who sold their stock after Basic’s first public statement, and before suspension of trading in December 1978, Respondents brought a class action against Basic and its directors.
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