Reference no: EM131390577
Basic, Inc. was a publicly traded company engaged in the business of manufacturing chemical refractories for the steel industry. Beginning in September, Combustion Engineering, Inc., and Basic began discussions concerning the possibility of a merger of the two companies.
Nevertheless, during the next two years, Basic made three public statements denying that it was engaged in merger negotiations. In December of the second year, Basic asked the New York Stock Exchange to suspend trading in its shares and issued a statement saying that it had been ‘‘approached'' by another company concerning a merger.
Two days later, Basic publicly announced its approval of Combustion's offer for all its outstanding shares. The plaintiffs were former owners of Basic stock who sold their shares after Basic publicly denied that it was engaged in merger negotiation situations. The plaintiffs brought a class action suit against Basic and its directors, alleging that they had released false or misleading information in violation of Section 10(b) of the 1934 Act and in violation of Rule 10b-5.
The plaintiffs claimed that they were injured by selling their shares at prices that were artificially depressed as a consequence of Basic's misleading public statements. The defendants claimed that the plaintiffs had not proven that they had, in fact, relied upon the misleading statements in selling their stock. Should the plaintiffs be able to recover?
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