Katz v. Oak Industries, Inc.
Delaware Court of Chancery
508 A.2d 873 (Del. 1986)
Katz (plaintiff) owned long-term debt securities in Oak Industries, Inc. (Oak) (defendant). There was nothing in Katz’s indenture that granted Katz the power to veto changes to the indenture or that proscribed Oak from trying to induce Katz and others to consent to such changes. Oak was in financial trouble so offered to exchange debentures such as Katz’s for notes and/or common stock. At about the same time, a third party, Allied-Signal, Inc., agreed to buy part of Oak’s business operations as well as 10 million shares of Oak common stock. A condition of the stock purchase agreement was that owners of at least 85 percent of all outstanding debt securities (such as Katz’s) had to accept Oak’s exchange offer. The payout under the exchange offer was lower than the face value, but higher than the market value of the debentures. The exchange offer was conditioned upon the debenture holder consenting to amendments to the underlying indentures. If accepted, the amendments would remove negotiated protections to debenture holders. Katz brought suit, claiming that the exchange offer was a “coercive device” and that a debenture holder was forced to accept its pairing with the consent solicitation, constituting a breach of contract. Katz moved for a preliminary injunction.
Rule of Law
Holding and Reasoning (Allen, C.)
What to do next…
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 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
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. Read more about Quimbee.
Here's why 170,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,800 briefs, keyed to 187 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.