[Download] "Starkman v. Marathon Oil Co." by United States Court Of Appeals For The Sixth Circuit ~ eBook PDF Kindle ePub Free

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eBook details

• Title: Starkman v. Marathon Oil Co.
• Author : United States Court Of Appeals For The Sixth Circuit
• Release Date : January 13, 1985
• Genre: Law,Books,Professional & Technical,
• Pages : * pages
• Size : 71 KB

Description

Like Radol v. Thomas, 772 F.2d 244 (6th Cir. 1985), this action arises out of U.S. Steels November, 1981 acquisition and eventual merger with Marathon Oil Company. The plaintiff here, Irving Starkman, was a Marathon shareholder until selling his shares on the open market for $78 per share on November 18, 1981, the day before U.S. Steels tender offer for 51% of Marathons outstanding shares at $125 per share was announced. On October 31, 1981, Mobil Oil had initiated its takeover bid for Marathon, a bid which Marathon actively resisted by urging its rejection by Marathon shareholders and by seeking and eventually finding a "white knight" or alternative, friendly merger partner-tender offeror, U.S. Steel. Starkman claims that Marathons board violated Rule 10b-5 and its fiduciary duty to him as a Marathon shareholder by failing to disclose various items of "soft" information - information of less certainty than hard facts - in its public statements to shareholders during the period after Mobils hostile tender offer and prior to Steels friendly tender offer. In particular, he says that Marathon should have told shareholders that negotiations were underway with U.S. Steel prior to the consummation of those negotiations in an agreement, and that internal and externally-prepared asset appraisals and five-year earnings and cash flow projections should have been disclosed to shareholders so that they could make a fully informed choice whether to sell their shares or gamble on receiving a higher price in a possible Steel-Marathon merger.

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