Blue Chip Stamps v. Manor Drug Stores

Blue Chip Stamps (defendant) made a court-ordered tender offer for its minority shares in 1968. Manor Drug Stores (plaintiff) later sued, claiming Blue Chip had misrepresented its financial health to discourage minority shareholders from participating in the tender offer, so Blue Chip could later buy back the shares more cheaply — but Manor Drug had never actually bought or sold any Blue Chip stock during that period. The lower courts nonetheless found Manor Drug had standing under § 10(b) of the Exchange Act, and Blue Chip sought Supreme Court review.