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TANZER v. HAYNIE

No. 74 Civ. 4857.

405 F.Supp. 650 (1976)

Michael TANZER et al., Plaintiffs, v. Roscoe G. HAYNIE et al., Defendants.

United States District Court, S. D. New York.

January 7, 1976.

Attorney(s) appearing for the Case

Wolf, Popper, Ross, Wolf & Jones, New York City, for plaintiffs; Philip Jones, Eric L. Keisman, Charles Trynin, New York City, of counsel.

Davis, Polk & Wardwell, New York City, for defendants The LTV Corp., Jones & Laughlin Industries, Inc., and JLI-II Corp., Bernard L. Brown, Roy V. Edwards, H. M. Eitel, Harold R. Lilley, and John L. Cockrill.

Tufo, Johnston & Allegaert, New York City, for defendant Jones & Laughlin Steel Corp.

Reed, Smith, Shaw & McClay, Pittsburgh, Pa., for defendant Jones & Laughlin Steel Corp.

Sullivan & Cromwell, New York City, for defendants George E. Griffin, Paul Thayer, Roscoe G. Haynie, Thomas C. Graham, and William J. Stephens.

Thomas W. Smith, New York City, for defendant Lionel D. Edie & Co., Inc.

OPINION

FRANKEL, District Judge.

The recent penchant of large public corporations to thin the ranks of public stockholders by "freeze-out" mergers or by "going private" has produced a substantial volume of litigation. The four consolidated cases at bar are part of this development.

Facts

The actions arose out of a merger in late 1974 by which the Jones & Laughlin Steel Corporation ("J & L Steel") was absorbed by a wholly...

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