McKesson Corp. v. Green

Thompson, Justice.

These cases arise out of the merger of two publicly-traded corporations, McKesson Corporation and HBO & Company (“HBOC”). In January 1999 McKesson acquired HBOC in a stock-for-stock deal in which McKesson purchased the stock of HBOC shareholders with McKesson stock at an exchange rate agreed to by the parties. The rate was based on the information (financial and otherwise) exchanged and warranted by the corporations. A few months later, McKesson discovered that, due to accounting fraud, HBOC’s common stock had been overvalued and that, consequently, McKesson had paid too…