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Business Associations Keyed to Bainbridge
Reliance Electric Co. v. Emerson Electric Co.
Citation:
405 U.S. 969 (1972)Facts
On June 16, 1967, the respondent, Emerson Electric Co., acquired 13.2% of the outstanding common stock of Dodge Manufacturing co., pursuant to a tender offer made in an unsuccessful attempt to take over Dodge. The purchase price for this stock was $63 per share. Shortly thereafter, the shareholders of doge approved a merger with the petitioner, Reliance Electric Co. Faced with the certain failure of any further attempt to take over Dodge, Emerson decided to dispose of enough shares to bring its holdings below 10%. Pursuant to counsel’s recommendation, Emerson sold 37,000 shares of Dodge common stock to a brokerage house at $68 per share. Emerson argued that assuming it was a 10% stockholder at the time of the purchase, it was liable only for the profits on the August 28 sale of 37,000 shares, because after that time it was no longer a 10% owner.
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