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Business Associations Keyed to Bainbridge
Jordan v. Duff and Phelps, Inc.
Citation:
485 U.S> 901 (1988)Facts
Duff and Phelps, Inc., evaluates the risk and worth of firms and their securities. Jordan started work at Duff & Phelps in May 1977. In 1981 the firm offered Jordan the opportunity to buy some stock. By November 1983, Jordan had purchased 188 of the 20,100 shares outstanding. Forty people other than Jordan held stock in Duff & Phelps. On November, 1983, Jordan told Hansen that he was going to resign and accept employment with Underwood. Jordan did not ask Hansen about potential mergers. Throughout 1985 Duff & Phelps continued looking for a partner; finding none, it decided to dance with itself. The firm’s management formed an “Employee Stock Ownership Trust.” The Trust acquired Duff & Phelps through a new firm, Duff Research, Inc. The employees at the time received cash, notes, and beneficial interest in the Trust. Jordan asserts that the package was worth almost $2,000 per share.
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