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Business Associations Keyed to Coffee, 9th Ed.
Santa Fe Industries, Inc. v. Green
Citation:
430 U.S. 462, 97 S.Ct. 1292, 51 L.Ed.2d 480 (1977)Facts
Santa Fe Industries acquired 60% of Kirby Lumber Corp. in 1936 and gradually increased its ownership to 95% by 1974, with purchase prices ranging from $65 to $92.50 per share. Seeking to acquire 100% ownership, Santa Fe utilized Delaware’s short-form merger statute, which allows a parent corporation owning at least 90% of a subsidiary to merge with that subsidiary without minority shareholder consent. Santa Fe obtained independent appraisals of Kirby’s physical assets valuing them at $320 million (equivalent to $640 per share) and retained Morgan Stanley to appraise the fair market value of Kirby stock, which was set at $125 per share. Santa Fe offered minority shareholders $150 per share. The minority shareholders were notified after the merger became effective and received an information statement containing all relevant financial data, including the appraisals. Instead of pursuing their appraisal remedy in Delaware court, the minority shareholders brought a federal action claiming the merger violated Rule 10b-5 because it was executed without a legitimate business purpose and at an unfair price.
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