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Business Associations Keyed to Bainbridge
Foremost-McKesson, Inc. v. Provident Securities Company
Citation:
423 U.S. 232 (1976)Facts
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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