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Business Planning Keyed to Gevurtz
Wellman v. Dickinson
Citation:
682 F.2d 355 (1982)Facts
Fairleigh S. Dickinson, Jr., son of a founder of Becton, Dickinson & Company (“Becton”), was removed as Chairman of the Board in April 1977 following a power struggle with management. The day after his removal, Dickinson met with representatives of Salomon Brothers to discuss strategies to regain control of Becton. He agreed to a plan to sell a block of the company’s shares, including his own, to a corporation interested in taking over Becton. Dickinson hired Salomon to locate a potential purchaser for his substantial holdings and those of his friends. Dickinson also involved F. Eberstadt & Company, which had previously served as Becton’s investment banker and managed mutual funds holding Becton stock. Together, Dickinson, Dr. J.H. Fitzgerald Dunning, Dan W. Lufkin, and the Eberstadt-managed funds controlled approximately 13% of Becton’s outstanding stock. Salomon and Eberstadt approached several corporations, representing that this 13% block was available for purchase. Eventually, Sun Company agreed to acquire 34% of Becton’s stock, beginning with the block controlled by Dickinson’s group. The transaction was completed in January 1978, with Sun paying a premium of $12⅛ per share over market price. The group members never filed a Section 13(d) disclosure statement when they formed their agreement to dispose of their shares.
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