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GREENFIELD v. HEUBLEIN, INC.

No. 83-1846.

742 F.2d 751 (1984)

GREENFIELD, Bruce H., individually and as a representative of a class of persons similarly situated v. HEUBLEIN, INC., R.J. Reynolds Industries, Inc., and R.J. Reynolds Tobacco Company. Appeal of Bruce H. Greenfield, et al.

United States Court of Appeals, Third Circuit.

Decided August 29, 1984.

As Amended October 10, 1984.

Attorney(s) appearing for the Case

Edwin P. Rome (argued), William E. Taylor, III, Alexander D. Bono, Blank, Rome, Comisky & McCauley, Philadelphia, Pa., for appellant.

John G. Harkins, Jr. (argued), Patricia L. Freeland, Joyce K. Hackenbrach, Pepper, Hamilton & Scheetz, Philadelphia, Pa., for appellee R.J. Reynolds Industries, Inc.; Michael O. Johnson, Winston-Salem, N.C., of counsel.

Thomas McGanney (argued), Margaret Murphy, Elizabeth M. Hazlitt, White & Case, New York City, John W. Frazier, IV, Montgomery, McCracken, Walker & Rhoads, Philadelphia, Pa., for appellee Heublein, Inc.; David M. Stigler, Farmington, Conn., of counsel.

Before ALDISERT, Chief Judge, and HIGGINBOTHAM and ROSENN, Circuit Judges.

OPINION OF THE COURT

ALDISERT, Chief Judge.

This appeal presents two principal questions for our consideration: (1) when does a corporation, the target of both friendly and hostile takeover activity, have a duty to disclose publicly the substance of its discussions with the suitor corporations; and (2) if the target makes a public statement, when is that statement materially misleading and under what circumstances must such a statement, if correct when issued...

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