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Corporations Keyed to Hazen
Santa Fe Industries v. Green
Citation:
430 U.S. 462 (1977)Facts
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. The course of conduct was alleged to be a violation of Rule 10b-5 because defendants employed a device, scheme or artifice to defraud and engaged in an act, practice or course of business which operates or would operate as a fraud or deceit in connection with the purchase or sale of any security.
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