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Business Associations Keyed to Diamond, 6th Ed.
Simons v. Cogan
Citation:
549 A.2d 300 (1988)Facts
Knoll International, Inc. merged with Hansac, Inc., with Knoll surviving as a wholly-owned subsidiary of Knoll Holdings. The merger eliminated minority shareholders through a $12 cash tender offer and resulted in a supplemental indenture that replaced debenture holders’ right to convert their debentures into common stock with the right to convert to $12 cash for each $19.20 principal amount of debenture. The interest rate was also increased from 8.5% to 9.125%. Simons filed a class action on behalf of debenture holders, claiming the defendants breached fiduciary duties by unilaterally setting the conversion price without negotiation, having conflicts of interest among directors, failing to seek other acquisition offers, and timing the transaction to take advantage of low trading prices. She also alleged breach of contract for changing the conversion feature without required debenture holder approval, and fraud based on allegedly misleading statements in the 1983 prospectus and 1986 offering circular.
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