AC Acquisitions Corp. v. Anderson, Clayton & Co.

519 A.2d 103 (1986)

From our private database of 45,900+ case briefs, written and edited by humans—never with AI.

AC Acquisitions Corp. v. Anderson, Clayton & Co.

Delaware Chancery Court
519 A.2d 103 (1986)

Facts

Bear, Stearns & Co., Inc.; Gruss Petroleum Corp.; and Gruss Partners (collectively, BS/G) (plaintiffs) were shareholders of Anderson, Clayton & Co. (AC) (defendant). BS/G formed AC Acquisitions Corp. as a vehicle for a proposed acquisition of AC, which included a tender offer of $56 per share of AC’s stock, conditioned on BS/G’s acquisition of at least 51 percent of the stock. The AC board of directors wished to avoid the BS/G tender offer. AC made a self-tender offer at $60 per share. BS/G brought an action in the Delaware Chancery Court to enjoin AC’s self-tender offer, which BS/G claimed was economically coercive and a breach of the fiduciary duties of care and loyalty owed to the AC shareholders. It was undisputed in the record that effectuation of the self-tender would cause AC’s stock to decline—possibly to as low as $23 per share.

Rule of Law

Issue

Holding and Reasoning (Allen, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 735,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.

    Unlock this case briefRead our student testimonials
  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

    Learn about our approachRead more about Quimbee

Here's why 735,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 45,900 briefs, keyed to 984 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 735,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 45,900 briefs - keyed to 984 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership