Corporations - What's a Handshake Worth - Conagra, Inc. v. Cargill, Inc.
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Cupit, John E. IV
INTRODUCTION|On October 17, 1978, Charles M. Harper, President of ConAgra, Inc., and David J. LaFleur, President of MBPXL, shook hands and announced to the media that the boards of both companies had agreed to a one-for-one stock swap merger worth 65 million dollars. ConAgra, it seemed, had scored an impressive coup by acquiring a company twice its size in an aggressive move that would make the Omaha-based producer of feed and foodstuffs a force to be reckoned with in the future. On March 9, 1986, an enraged Charles M. Harper addressed reporters with his reaction to the Nebraska Supreme Court's decision in ConAgra, Inc. v. Cargill, Inc.: We had a signed formal agreement with MBPXL's board.... ConAgra's stockholders would be much better off if we were in Texas, where a contract is a contract, as demonstrated by the Texaco-Pennzoil case ... we're optimistic the Nebraska Supreme Court will recognize that a contract is a contract in Nebraska. This Note examines the forces that created one of the most controversial results in corporate merger history and analyzes the decision that attempted to make sense out of a situation where sound business judgment did not control. Such is the background of ConAgra...
20 Creighton L. Rev. 493 (1986-1987)
Creighton University School of Law