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Business Organizations Keyed to Cox
Santa Fe Industries, Inc. v. Green
Citation:430 U.S. 462 (1977)
In 1936, petitioner Santa Fe Industries, Inc. acquired control of 60% of the stock of Kirby Lumber Corp. Through a series of purchases, Santa Fe increased its control of Kirby’s stock to 95%. Santa Fe obtained independent appraisals of the physical assets of Kirby. These appraisals were submitted to Morgan Stanley & Co. Kirby’s physical assets were appraised at $320 million. Respondents, minority stockholders of Kirby, objected to the terms of the merger, but did not pursue their appraisal remedy. Instead, they brought this action, seeking to set aside the merger or to recover what they claimed to be the fair value of their shares.
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