Zatz v. United States

Petitioners are four minority shareholders who own the 61 shares of common stock of the St. Louis Southwestern Railway Company (SSW) that are publicly held. In the decision we are asked to review, the Board determined that $6,800 per share was a just and reasonable price to be paid to petitioners as part of the proposed merger of SSW into SSW Merger Corp. (which was merely one stage of the larger merger of Union Pacific Corporation (UP) and Southern Pacific Rail Corporation (SP)). Petitioners challenge this *146decision on essentially three grounds: (1) that the Board lacked jurisdiction to…