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Business Organizations Keyed to Allen
Santa Fe Industries, Inc. v. Green
Citation:430 U.S. 462 (1977).
Kirby Lumber was a subsidiary of Petitioner, Santa Fe. Under Delaware law, Petitioner utilized a specific merger to freeze out the Respondent minority shareholders of Kirby. Minority shareholders did not need to consent to the freeze out merger, but could file for appraisal rights if they believed the price was too low. Petitioner obtained independent appraisals of Kirby which valued its physical assets at $320 million and its stock at $125 per share. Petitioner offered minority shareholders $150 per share. Respondents objected to the merger and, rather than pursuing their state appraisal remedy, filed this federal cause of action alleging the fair value of their shares was $772 per share.
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