Thanks to the Securities Litigation Watch for the pointer to the opinion issued in this case–GSC Partners CDO Fund v. Washington, (3rd Cir. (N.J.) May 17, 2004) (NO. 03-2347) in which Third Circuit Court of Appeals Judge Richard D. Cudahy provides us with a rendition of the “classic corporate love story”:
The background of this case is the classic corporate love story. Company A meets Company B. They are attracted to each other and after a brief courtship, they merge. Investor C, hoping that the two companies will be fruitful and multiply, agrees to pay $50 million for the wedding. Nine months later, however, things begin to fall apart and the combined entity declares bankruptcy. Investor C feels misled. He believes that Company A knew that there were problems with Company B but that it made the oft repeated mistake of thinking that it would be able to change Company B for the better. Investor C files suit in the district court and after his complaint is dismissed, we find ourselves here. It is an old story but it never fails to elicit a tear.