Defendant, M. Defendants TW Corporation and Talley offered into evidence a revised Offer to Purchase which they propose to file with the Securities and Exchange Commission as an amendment to the filing originally made on January 26, This has been marked as Defendants' Exhibit B.
In addition, Defendants TW Corporation and Talley offered into evidence a proposed Exhibit B to the revised Offer to Purchase which includes a description of the business and properties of Talley as contained in Talley's Form K for the fiscal year ended March 31, , Talley's consolidated balance sheets as of March 31, and , a five-year summary of operations as contained in Talley's annual report and interim unaudited financial information as contained in Talley's Form Q for the fiscal quarter ended December 31, The tender offer referred to in Paragraph 11 of these findings of fact was made for the avowed and immediate purpose of gaining control of Plaintiff Washington Steel's assets and with the ultimate purpose of extinguishing the Plaintiff corporation as it now exists as a corporate entity by merging it, i.
The Defendant Chemical Bank, as Talley's agent under the above recited circumstances, was advancing at all relevant times the several corporate purposes of Defendant TW and Defendant Talley a number of months prior to January 1st, , and up to and including the present time.
Prior to the formulation of Defendants Talley and TW's plan to take over and control the assets of Plaintiff Washington Steel, and at all relevant times thereafter, Defendant Chemical Bank was the agent of the Plaintiff Washington Steel and was purporting to advance the several corporate purposes of Plaintiff Washington Steel at all relevant times, and in particular said Chemical Bank was the transfer agent of Plaintiff Washington Steel.
Prior to Defendants Talley and TW's plan to take over and control the assets of Plaintiff Washington Steel, Defendant Chemical Bank was entrusted with comprehensive, confidential financial information, all of which pertained to the future planning of Plaintiff Washington Steel's business, all of which was given to Chemical Bank in trust and confidence by Plaintiff Washington Steel. All of the heretofore mentioned business and financial information of Plaintiff Washington Steel, which was given to the Defendant Chemical Bank in trust and confidence by Plaintiff Washington Steel, was relevant and pertinent to the formulation of the plan Defendants Talley and TW's plan to take over Plaintiff Washington Steel; and further, was very relevant and pertinent to any proposed financing arrangement, which arrangement was necessary in order to effectuate the plan of Defendants Talley and TW to take over and control the Plaintiff Washington Steel's assets.
Defendant Chemical Bank was acting as agent for both the Plaintiff Washington Steel and the Defendants Talley and TW simultaneously and at all relevant times; and further, the Defendant Chemical Bank was charged with the responsibility of advancing the best welfare and corporate interests of the Plaintiff Washington Steel, the Defendants Talley and TW simultaneously and at all relevant times. Defendant Chemical Bank was well aware of its fiduciary obligation to advance the best interests and welfare of the Plaintiff Washington Steel Corporation but did, nevertheless, enter into a conspiracy, a plan, arrangement and agreement with the Defendants TW and Talley for the purpose of taking over and controlling all of the Plaintiff Washington Steel's corporate assets contrary to its fiduciary obligation as agent for the Plaintiff Washington Steel.
Defendant Chemical Bank, acting through its employees, did, in fact, actively and overtly direct its sub-employees to conceal from Plaintiff Washington Steel the fact that Defendant Chemical Bank was acting in concert with Defendants Talley and TW in arranging a plan to take over and control all of the Plaintiff Washington Steel's assets; and further, Defendant Chemical Bank, acting through its supervisory employees, directed its sub-employees to refrain from advising Plaintiff Washington Steel of Defendants Talley and TW's plan to take over and control Plaintiff Washington Steel's assets, even though they had knowledge of the agency relationship between Defendant Chemical Bank and Plaintiff Washington Steel.
Defendant Chemical Bank enlisted the aid of several other banks in arranging the aforementioned required financing necessary to effectuate the plan of Defendants TW and Talley, and said Defendant Chemical Bank did agree along with said other banks to finance the Defendants Talley and TW's proposed plan to take over and control the assets of Plaintiff Washington Steel while at all relevant times it was the Plaintiff Washington Steel's agent and had expressly and impliedly promised the Plaintiff Washington Steel that it, Defendant Chemical Bank, would at all relevant times during the existence of the agency relationship advance the best welfare and the best corporate interests of the Plaintiff Washington Steel.
This Court has pendent jurisdiction over claims which exist under the common law and arise out of the same facts as the claims hereunder arising out of the Exchange Act.
Plaintiff Washington Steel and Defendants Talley and TW, as a matter of law, had adverse interests to each other in the light of the facts as heretofore found by the Court. Chemical Bank was well aware of its fiduciary obligation to Plaintiff Washington Steel and Defendants Talley and TW, and as a matter of law the Defendant Chemical Bank had a duty not to act adversely to the interests of Plaintiff Washington Steel under the circumstances; and further, the Defendant Chemical Bank had a duty to disclose all relevant facts which Chemical Bank knew or should have known that were relevant to allowing Plaintiff Washington Steel to make an informed decision as to whether or not Plaintiff Washington Steel should allow a dual agency relationship with adverse parties to continue.
Contrary to their duty and obligation to their principal, Plaintiff Washington Steel, Defendant Chemical Bank, by concealing the fact that it was operating in an adverse agency relationship and a dual agency relationship with an adverse party, did then and there make itself liable for said breach of duty to said Plaintiff Washington Steel.
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Skip to content. Custom fabricated to your plans and specifications! View Projects. Powell for appellant. John J. Simpson, Assistant Attorney General, for appellee. The motion for leave to file brief of Berkshire Hathaway, Inc. The motion to dismiss is granted and the appeal is dismissed for want of a substantial federal question. Appeal dismissed and certiorari denied.
Reported below: Conn.
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