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Corporations Keyed to Hazen
TSC Industries, Inc. v. Northway, Inc.
Citation:426 U.S. 438 (1976)
Prior to December 20, 1978, Basic Incorporated was a publicly traded company engaged in the business of manufacturing chemical refractories. Beginning on 1976, Combustion representatives had meeting and telephone conversations with Basic officers and directors, concerning the possibility of a merger. On December 19, Basic’s board endorsed Combustion’s offer of $46 per share for its common stock and on the following day publicly announced its approval of Combustion’s tender offer for all outstanding shares. Respondents are former Basic shareholders who sold their stock after Basic’s first public statement. Respondents brought action against Basic and its directors, asserting that they issued three false or misleading public statements.
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