Koch v. Koch Industries, Inc.

MURPHY, Circuit Judge.

I. INTRODUCTION

In June of 1983, a group of Koch Industries, Inc. (“KII”) stockholders entered into a Stock Purchase Agreement (“SPA”) with KII. Under the SPA, the selling stockholders (the “Plaintiffs”), who owned 47.8% of KII stock, received $200 per share, a total value of approximately $1.1 billion. Two years later, the Plaintiffs sued KII and individual KII officers (the “Defendants”), claiming the Defendants misrepresented and omitted material facts during the negotiation of the SPA, which resulted in the Plaintiffs’ undervaluation of KII stock. Thirteen years…