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Crane Co. v. Anaconda Co.

Court of Appeals of New York
346 N.E.2d 507 (N.Y. 1976)


Facts

Crane Co. (plaintiff) announced that it was offering up to $100 million in debentures for up to 5 million shares of Anaconda Co. (defendant)—over one fifth of Anaconda’s outstanding stock. After Crane obtained some Anaconda stock, it formally asked for a copy of Anaconda’s list of shareholders. Crane wanted to see the list so it could communicate its tender offer to the remaining shareholders. Crane’s demand stated that its proposed inspection of the list was solely for the purposes of the business of Anaconda, in accordance with the Business Corporations Law. Anaconda denied Crane access to the list of shareholders, arguing that trying to convince stockholders to sell their stock does not involve the business of the corporation. Crane brought suit. The trial court dismissed Crane’s claim, but the appellate court reversed. Anaconda appealed.

Rule of Law

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Issue

The issue section includes the dispositive legal issue in the case phrased as a question. To access this section, start your 7-day free trial of Quimbee for Law Students.

Holding and Reasoning (Wachtler, J.)

The holding and reasoning section includes:

  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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