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Business Associations Keyed to Hwang, 3rd 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 control of Kirby Lumber Corp. beginning in 1936, eventually owning 95% of Kirby’s stock through purchases at prices ranging from $65 to $92.50 per share between 1968-1973. In 1974, seeking 100% ownership, Santa Fe utilized Delaware’s short-form merger statute which permits a parent owning at least 90% of a subsidiary to merge without minority consent or advance notice. Santa Fe obtained independent appraisals valuing Kirby’s physical assets at $320 million ($640 per share) and retained Morgan Stanley to appraise the stock, which Morgan Stanley valued at $125 per share. Santa Fe offered minority shareholders $150 per share. The merger complied fully with Delaware statutory requirements, and minority shareholders received notice the day after the merger became effective, along with an information statement containing all appraisal data and notice of their right to seek judicial appraisal in Delaware Court of Chancery. Respondent minority shareholders did not pursue the Delaware appraisal remedy but instead filed a federal securities fraud action claiming the shares were worth at least $772 per share based on pro rata physical asset values.
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