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Business Associations Keyed to Bainbridge
Foremost-McKesson, Inc. v. Provident Securities Company
Citation:
423 U.S. 232 (1976)Only StudyBuddy Pro offers the complete Case Brief Anatomy*
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- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
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- Brief Facts: A Synopsis of the Facts of the case.
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- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
Respondent, Provident Securities, Co., was a personal holding company. In 1968 Provident decided to liquidate and dissolve, and it engaged an agent to find a purchaser for its assets. Petitioner, Foremost-McKesseon, Inc., emerged as a potential purchaser. They executed a purchase agreement, providing that Foremost would buy two-thirds of Provident’s assets for $4.25 million in cash and $49.75 million in Foremost convertible subordinated debentures. The agreement further provided that Foremost would register under the Securities Act $25 million in principal amount of the debentures. Provident’s holdings in Foremost debentures were large enough to make it a beneficial owner of Foremost. Having acquired and disposed of these securities within six months, Provident faced the prospect of a suit by Foremost to recover any profits realized on the sale of the debenture to the underwriters. Provident then sued for a declaration that it was not liable to Foremost.
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