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Blue Chip Stamps (defendant) was required by a United States district court to make a tender offer for the minority shares of the corporation in 1968. Two years after the tender offer, Manor Drug Stores (plaintiff) brought suit against Blue Chip Stamps, alleging that Blue Chip Stamps had misrepresented its financial health in an attempt to discourage the minority shareholders from taking part in the tender offer, so that it could later purchase the same shares at a lower market price. However, Manor Drug Stores did not purchase or sell any Blue Chip Stamps during the time period in which the misrepresentations were made. The lower courts ruled that despite this fact, Manor Drug Stores had standing under § 10(b) of the Exchange Act to bring suit against Blue Chip Stamps. Blue Chip Stamps then petitioned for certiorari to the United States Supreme Court.
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