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Business Associations Keyed to Diamond, 6th Ed.
Moss v. Morgan Stanley Inc.
Citation:
719 F.2d 5 (1983)Facts
In late 1976, Warner-Lambert Company was considering acquiring Deseret Pharmaceutical Company and retained Morgan Stanley to assess the acquisition and recommend a price for the tender offer. E. Jacques Courtois, Jr., an employee in Morgan Stanley’s mergers and acquisitions department, learned of Warner’s plans and shared this information with Adrian Antoniu, who then informed James Newman. Newman purchased 11,700 shares of Deseret stock at approximately $28 per share for himself and others. On November 30, 1976, Michael Moss sold 5,000 shares of Deseret at $28 per share. The following day, trading was halted pending announcement of Warner’s tender offer, which was publicly announced on December 7 at $38 per share. Newman profited substantially when he tendered his shares to Warner. Moss filed suit claiming that defendants violated securities laws by purchasing Deseret shares with knowledge of the imminent tender offer without disclosing this information to shareholders.
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