LINDNER FUND v. WALDBAUM INC.


82 N.Y.2d 219 (1993)

624 N.E.2d 160

604 N.Y.S.2d 32

Lindner Fund, Inc., Appellant, v. Waldbaum, Inc., et al., Respondents.

Court of Appeals of the State of New York.

Decided November 16, 1993.


Attorney(s) appearing for the Case

Bader and Bader, White Plains (I. Walton Bader and Benedict Bader of counsel), for appellant.

Skadden, Arps, Slate, Meagher & Flom, New York City (Peter S. Julian and Stephen M. Axinn of counsel), for respondents.

Chief Judge KAYE and Judges SIMONS, TITONE, HANCOCK, JR., SMITH and LEVINE concur.


BELLACOSA, J.

The issue on this appeal by leave of this Court is whether a publicly traded corporation has a fiduciary duty to immediately disclose to its shareholders an agreement in principle for a corporate takeover by stock tender offer. The Appellate Division, reversing an order of Supreme Court which denied a motion to dismiss pursuant to CPLR 3211 (a) (7), dismissed the complaint for failure to state a...

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