Fed. Sec. L. Rep. P 95,447 S. William Green v. Santa Fe Industries, Inc.

I most strongly dissent from the use of their powers by two judges of one of the eleven judicial Circuits to override and nullify not only the corporate laws of Delaware with respect to short-form corporate mergers, but also, in effect, comparable laws in an additional thirty-seven States.1

By their opinion, the majority has found a fraudulent scheme, and hence a violation of Rule 10b-5, where none exists. They have established an irrebuttable presumption that use of the short-form merger law amounts to a fraud per se. They have added a clause to the Delaware statute— not placed there by the…