Caleb & Co. v. E.I. DuPont de Nemours & Company

615 F. Supp. 96 (1985)

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Caleb & Co. v. E.I. DuPont de Nemours & Company

United States District Court for the Southern District of New York
615 F. Supp. 96 (1985)

Facts

On July 15, 1981, E. I. DuPont de Nemours & Company (DuPont) (defendant) made a tender offer to Conoco as part of an intended merger. DuPont gave Conoco shareholders a choice between $95 in cash or 1.7 DuPont shares for every Conoco share tendered. On July 31, Conoco’s board of directors declared a dividend, payable on September 14 to shareholders of record on August 14. Meanwhile, DuPont increased its cash offer to $98 per share and purchased more than 38 million Conoco shares on August 4. Caleb & Co. and other tendering Conoco shareholders (the shareholders) (plaintiffs) brought suit against DuPont and First Jersey National Bank (First Jersey) (defendant), DuPont’s agent in the merger, in federal district court. The shareholders alleged that they were entitled to the dividend because the tender occurred after the declaration date. DuPont and First Jersey moved for dismissal for failure to state a claim.

Rule of Law

Issue

Holding and Reasoning (Sweet, J.)

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