SCATTERGOOD v. PERELMAN

Nos. 90-1411, 90-1680.

945 F.2d 618 (1991)

Harold F. SCATTERGOOD, Jr., and Dorvin Rosenberg, individually and on behalf of a class of the public shareholders of Andrews Group, Inc. and as a minority shareholder of Andrews Group, Inc. acting on its behalf, Appellants in No. 90-1411, v. Ronald O. PERELMAN, Andrews Group, Inc.; MacAndrews & Forbes Holdings, Inc.; William C. Bevins, Jr., Donald G. Drapkin; Donald A. Engel; Howard Gittis; Steven J. Green; E. Gregory Hookstratten; Linda Godsen Robinson; Bruce Slovin; Michael L. Tarnopol; Walter R. Yetnikoff; and Michael C. Curb Harold F. Scattergood, Jr., and Dorvin Rosenberg, Appellants in No. 90-1680.

United States Court of Appeals, Third Circuit.

Decided September 23, 1991.

Rehearing Denied October 24, 1991.


Attorney(s) appearing for the Case

Tom P. Monteverde (argued), Jean C. Hemphill, Michael E. Scullin, Monteverde, Hemphill, Maschmeyer & Obert, Philadelphia, Pa., for appellants.

Stephen P. Lamb (argued), Paul L. Regan, Skadden, Arps, Slate, Meagher & Flom, Wilmington, Del., Alan J. Davis, Wolf, Block, Schorr and Solis-Cohen, Philadelphia, Pa., for appellees.

MacAndrews & Forbes Holdings, Inc., Ronald O. Perelman, Howard Gittis, Donald G. Drapkin, Bruce Slovin, and William C. Bevins, Jr., Stephen E. Jenkins, Ashby, McKelvie & Geddes, Wilmington, Del., for appellee Andrews Group, Inc.

Before STAPLETON, HUTCHINSON and ROSENN, Circuit Judges.


OPINION OF THE COURT

STAPLETON, Circuit Judge:

This case arises out of a merger between AGI Acquisition Corporation ("AGI") and Andrews Group, Inc. ("Andrews"). Before the merger, MacAndrews and Forbes Holdings, Inc., ("M & F") owned AGI and owned most of the stock of Andrews. Former Andrews shareholders complained that they purchased Andrews stock in the open market in reliance on material misrepresentations by various defendants. They also contended...

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