Santa Fe Industries, Inc. v. Green

PETITIONER: Santa Fe Industries, Inc.
RESPONDENT: Green
LOCATION: Terminal Railroad Association (where Lovasco allegedly stole the firearms from a mail facility)

DOCKET NO.: 75-1753
DECIDED BY: Burger Court (1975-1981)
LOWER COURT: United States Court of Appeals for the Second Circuit

CITATION: 430 US 462 (1977)
ARGUED: Jan 18, 1977
DECIDED: Mar 23, 1977

ADVOCATES:
Sidney Bender - for respondents
William R. Glendon - for petitioners

Facts of the case

Question

Media for Santa Fe Industries, Inc. v. Green

Audio Transcription for Oral Argument - January 18, 1977 in Santa Fe Industries, Inc. v. Green

Audio Transcription for Opinion Announcement - March 23, 1977 in Santa Fe Industries, Inc. v. Green

Byron R. White:

The other case I have is the Santa Fe Industry's case.

This comes here from the Court of Appeals for the Second Circuit.

This involves a Delaware so-called short form merger between a parent and a subsidiary, the subsidiary being over 90% owned.

This merger was undertaken for the sole purpose of removing the minority shareholders from the subsidiary.

The Court of Appeals for the Second Circuit held that this was a breach of fiduciary duty by the majority and that it was -- that it was contrary to Section 10 (b) of the Securities Act of 1934.

We reverse that judgment.

The Securities Act and the regulations under it prevent and forbid misrepresentation and manipulation, but they do not purport to supplant state law and to the -- and major generally regulating corporate law or -- or transactions and securities.

Here, the complaint alleged neither misrepresentation or manipulation and the complaint should have been dismissed, so we reversed the judgment of the Court of Appeals for the Second Circuit.

Mr. Justice Blackmun and Mr. Justice Steven says each filed a -- an opinion concurring in the judgment and all but part for the opinion filed which I have filed with the -- with the clerk.

Mr. Justice Brennan has filed a dissenting statement.

Warren E. Burger:

Thank you, Mr. Justice White.