Logourl black

Schreiber v. Burlington Northern, Inc.

United States Supreme Court
472 U.S. 1 (1985)


Burlington Northern, Inc. (Burlington) (defendant) attempted a hostile takeover of El Paso Gas Co. (El Paso) (defendant) by a tender offer for 25.1 million shares at $24. El Paso’s management supported the offer once shareholders showed support. Burlington rescinded the offer, and then offered to buy over four million shares from El Paso and 21 million from shareholders at $24 per share. The new offer acknowledged “golden-parachute” agreements with El Paso managers. Forty million shareholders accepted, resulting in major proration of the per share price. Barbara Schreiber (plaintiff) sued Burlington, El Paso, and El Paso’s board in district court on behalf of all similarly positioned stockholders. Schreiber claimed that the defendants violated § 14(e) of the Securities and Exchange Act of 1934 (SEA) by their “manipulative” behavior surrounding the two tender offers and failure to disclose the “golden parachutes.” Schreiber’s action was dismissed for failure to state a claim, and the United States Court of Appeals for the Third Circuit upheld the dismissal. Schreiber appealed to the United States Supreme Court.

Rule of Law

The rule of law is the black letter law upon which the court rested its decision. To access this section, start your 7-day free trial of Quimbee for Law Students.


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 (Burger, C.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.).

To access this section, start your 7-day free trial of Quimbee for Law Students.

Here's why 90,000 law students rely on our case briefs:

  • Reliable - written by law professors and practitioners not other law students.
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your class - works on your mobile and tablet.
  • 12,195 briefs - keyed to 164 casebooks.
  • Uniform format for every case brief.
  • Written in plain English - not in legalese and not just repeating the court's language.
  • Massive library of related video lessons - and practice questions.
  • Ability to tag case briefs in an outlining tool.
  • Top-notch customer support.
Start Your Free Trial Now