Klapmeier v. Telecheck International, Inc.

482 F.2d 247 (1973)

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Klapmeier v. Telecheck International, Inc.

United States Court of Appeals for the Eighth Circuit
482 F.2d 247 (1973)

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Facts

Shareholders (plaintiffs) in Boatel, Inc. authorized Boatel’s president, James Klapmeier (plaintiff), to enter into merger discussions with Harry Flagg (defendant), who was Klapmeier’s old friend and the president of Telecheck International, Inc. (Telecheck) (defendant). Flagg arranged for Boatel’s shareholders to have full access to Telecheck’s financial data and a chance to explore Telecheck’s operations. The shareholders approved Boatel’s merger with Telecheck. After the merger, relations between Klapmeier and Flagg soured. Klapmeier and the other former Boatel shareholders sued Telecheck and Flagg on a variety of counts. One of the counts sought to undo the merger on the grounds that Telecheck’s stock had not been registered in accordance with Securities Act § 5. The district court entered judgment against Telecheck and Flagg, who appealed to the Eighth Circuit.

Rule of Law

Issue

Holding and Reasoning (Bright, J.)

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Casebooks

Mergers and Acquisitions

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