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Securities Regulation, Keyed to Choi
Eichenholtz v. Brennan
Citation:
52 F.3d 478 (1995)Facts
International Thoroughbred Breeders (ITB) was a Delaware corporation engaged in buying, selling, and leasing interests in thoroughbred horses. After Garden State Racetrack burned down in 1977, ITB proposed in 1983 to purchase the grounds, construct a new facility, and operate thoroughbred and harness racing. To finance this undertaking, ITB conducted four public securities offerings on July 26, 1983, April 16, 1984, July 25, 1985, and May 14, 1986. Plaintiffs alleged these offerings were fraudulent schemes to generate underwriting fees and sell overvalued securities through material misstatements and omissions. The complaint named as defendants the underwriters (First Jersey, Rooney Pace, First Philadelphia), ITB itself, various ITB directors, and Robert Brennan, ITB’s controlling shareholder and Board Chairman. Following partial dismissal of claims and class certification, settlement negotiations resulted in a proposed partial settlement with individual director defendants and their insurer National Union, which would pay $3.125 million immediately with potential additional payments up to $7.5 million total, while barring all contribution and indemnification claims against settling defendants.
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