Western Pacific Stockholders' Protective Committee v. Interstate Commerce Commission and United States of America, Union Pacific, Intervenor

Opinion for the Court filed by Circuit Judge SILBERMAN.

SILBERMAN, Circuit Judge:

In 1982 the ICC, pursuant to 49 U.S.C. § 11344(b) (1982), approved a proposed merger between a subsidiary of Union Pacific Corporation (UPC) and Western Pacific Railroad Company (WP). See Union Pacific —Control—Missouri Pacific; Western Pacific, 366 I.C.C. 459. The merger, which was effectuated the following year, involved two steps. UPC acquired 87% of WP’s stock through a tender offer and then, at the second stage, the remaining shareholders were obliged to convert their shares for $20 per share. Some of the…