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Corporations Keyed to Hazen
Sadler v. NCR Corp.
Citation:
928 F.2d 48 (2d Cir. 1991)Facts
AT&T became a beneficial owner of 100 shares of NCR stock on November 21, 1990. The Sadlers are New York residents who own more than 6000 shares of NCR stock and have been record holders of NCR stock. On December 6, 1990, AT&T began a tender offer for the shares of NCR, offering to purchase all of the common stock of NCR for $90 a share. The NCR board rejected the tender offer and declined to redeem a poison pill shareholders’ rights plan. Beginning on January 1991, AT&T and the Sadlers, acting at AT&T’s request, sought from NCR its stockholder list and related materials to facilitate communication with owners of NCR shares. In addition to the list of record owners, AT&T sought a magnetic computer tape of hte list and daily transfer sheets showing changes in shareholders from the date of demand to the date of the annual meeting. AT&T also sought two other lists, a CEDE list and a NOBO list.
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Topic Resources
Topic Outline
Shareholders’ Rights