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Business Associations Keyed to Epstein, 5th Ed.
Berreman v. West Publishing Company
Citation:
615 N.W.2d 362 (2000)Facts
Thomas Berreman was a 25-year employee of West Publishing Company who announced his retirement in April 1995, effective June 1, 1995. Berreman owned 1,600 shares of West stock, which he had purchased through a stock-option program subject to a written agreement that allowed West to repurchase the stock at book value upon termination of employment. In mid-May 1995, three West directors (Dwight Opperman, Vance Opperman, and Grant Nelson) began discussing the possibility of exploring financial options for West, including a potential sale, and engaged an investment banking firm to investigate options. However, no decision to solicit bids or initiate discussions with potential buyers had been made. On June 1, 1995, West redeemed Berreman’s stock at the book value of $2,088.90 per share. In August 1995, West publicly announced it was considering financial options including a possible sale. In February 1996, West accepted Thomson Corporation’s bid to acquire the company at $10,445 per share, approximately five times what Berreman had received. Berreman sued, claiming West had breached its fiduciary duty by failing to disclose the preliminary merger discussions before he retired and sold his shares.
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