U.S. Second Circuit - The FindLaw 2nd Circuit Court of Appeals Opinion Summaries Blog

Contract Ruling in Law Debenture Trust Co. v. Maverick Tube Corp.

In one of the appeals decided today, the Second Circuit dealt with an alleged breach of an indenture.

In Law Debenture Trust Co. v. Maverick Tube Corp., No. 08-5668, plaintiff noteholders in defendant corporation sued for breach of contract and unjust enrichment based on defendant's refusal to allow certain noteholders to convert their notes to cash and stock following the acquisition of defendant.  The district court granted summary judgment to defendant.

The Second Circuit affirmed, holding that, under the express terms of the indenture, the acquirer was not a "Public Acquirer" because its securities that were traded on the New York Stock Exchange were not its ordinary shares.

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