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HANSON TRUST PLC v. SCM CORP.

Nos. 85 Civ. 7433 (SWK), 85 Civ. 7971 (SWK) and 85 Civ. 8095 (SWK).

623 F.Supp. 848 (1985)

HANSON TRUST PLC, HSCM Industries Inc., Hanson Holdings Netherlands B.V., and HMAC Investments Inc. directly on behalf of themselves as shareholders of SCM Corporation, and derivatively on behalf of SCM Corporation, Plaintiffs, v. SCM CORPORATION, Paul H. Elicker, D. George Harris, Robert O. Bass, Robert B. Bauman, John T. Booth, George E. Hall, Crocker Nevin, Charles W. Parry, Thomas G. Pownall, E. Everett Smith, David W. Wallace, Richard R. West, Manufacturers Hanover Trust Company, ML SCM Acquisition Inc., ML L.B.O. Holdings Inc., Merrill Lynch Capital Markets, Merrill Lynch & Co., Inc. and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Defendants.

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

November 26, 1985.

Attorney(s) appearing for the Case

Weil Gotschal & Manges, Shea & Gould, New York City by Dennis J. Block, Milton Gould, for plaintiffs.

Wachtell Lipton Rosen & Katz, Shearson & Sterling, New York City by Bernard W. Nussbaum, Jeremy G. Epstein, for defendants.

MEMORANDUM OPINION AND ORDER

KRAM, District Judge.

I. Introduction

This is a case in which each of the relevant actors asserts that it is truly concerned with furthering the interests of a takeover target's shareholders. The hostile tender offeror argues that it is concerned with giving the target's shareholders the highest price for their equity. The "white-knight" argues that it has secured, for its own benefit, a lock-up option for two...

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