Abrams v. Occidental Petroleum Corp.’s Empirical Analysis

Citation profile

35 federal appellate · 1 district ·

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 68 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “inquiry at the argument failed to reveal any new facts that might be adduced by [appellees] at an evidentiary hearing”

   3 later decisions quote this exact passage
   e.g. 42 Fair empl.prac.cas. 256, 41 Empl. Prac. Dec. P 36,605, 7 Employee Benefits Ca 2609 Edward Potenze, Patrick J. Lynch, John Esposito and Henry Ankner, Plaintiffs v. New York Shipping Association, Inc., International Longshoremen's Association, Afl-Cio and the Trustees of the Guaranteed Annual Income Fund of the New York Shipping Association, Inc.-Interional Longshoremen's Association, Afl-Cio · Potenze v. New York Shipping Ass'n

2. ““. . .a garden-variety purchase and sale . . . within six months, the situation(s) to which Congress’ attention was primarily addressed when it enacted § 16(b) . . . The only way to avoid § 16(b) liability in such cases is to see to it that the matching transaction is postponed beyond the six months period, although one day is enough to do the trick.” Occidental, supra, 450 F.2d at 162 .”

   2 later decisions quote this exact passage
   e.g. American Standard, Inc. v. Crane Co. · 352 F. Supp. 941 - Morales v. Arlen Realty & Development Corp.

3. ““While the RKO General decision does assist appellees to the extent of its holding that an exchange pursuant to a merger may be a ‘sale,’ the indispensable predicate to the holding that the particular exchange there at issue was within § 16(b) was the finding that RKO’s knowledge of the impending merger coupled with the ability to control it involved the possibility of speculative abuse with which § 16 (b) meant to deal, (emphasis in original). “Appellees have failed to demonstrate any counterpart of this with respect to Occidental. It is urged that Occidental possessed the ‘inside information’ that Old Kern might well respond by arranging a ‘defensive merger’ and that, if the terms were sufficiently favorable, Occidental would not try to top them. But, in contrast to RKO General where the buyer knew of the imminent announcement of a merger that would enhance the price of the shares and could largely control its course, Occidental had no knowledge what Old Kern would do, and certainly did not know that Old Kern would be able to arrange an exchange offer exceeding Occidental’s bid by $20 per share, with the added benefit of freedom from capital gains tax. We fail to see the possibility of speculative abuse- in a situation where such an offeror simply declines to make a still higher offer or to attempt to block a transaction which it regards as advantageous to all the stockholders including itself.” 450 F.2d at 163 .”

   1 later decision quote this exact passage
   e.g. American Standard, Inc. v. Crane Co.