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Business Assoctiations Keyed to Gabalson, 3rd Ed.
Heffernan v. Pacific Dunlop GNB Corporation
Citation:
965 F.2d 369 (1992)Facts
Daniel Heffernan was a former director and 6.7% shareholder of GNB Holdings, Inc. and its wholly-owned subsidiary, GNB Inc. In October 1987, Pacific Dunlop Holdings acquired control of Holdings through a stock purchase transaction, acquiring approximately 60% of Holdings’ stock and boosting its total ownership to 92%. Pursuant to the Stock Purchase Agreement, Heffernan sold his 6.7% interest in Holdings to Pacific and ceased to be a director. In September 1990, Pacific sued Heffernan under section 12(2) of the Securities Act, alleging that the Stock Purchase Agreement was materially misleading regarding certain liabilities facing Holdings and GNB. Pacific’s complaint repeatedly stated that Heffernan’s status as a director put him in a position where he either learned or should have learned of those liabilities.
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