Quimbee logo
DMCA.com Protection Status
From our private database of 18,800+ case briefs...

Schreiber v. Burlington Northern, Inc.

United States Supreme Court
472 U.S. 1, 105 S.Ct. 2458, 86 L.Ed.2d 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 Burlington rescinded the offer, and then offered to buy over four million shares from El Paso and 21 million from shareholders at $24 per share.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


Holding and Reasoning (Burger, C.J.)

What to do next…

  1. 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 498,000 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.

  2. 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 498,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 18,800 briefs, keyed to 985 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.

Questions & Answers

Have a question about this case?

Sign up for a free 7-day trial and ask it

Sign up for a FREE 7-day trial