Courts split on special deals tied to tender offers: at issue is when stock deals with major shareholders of the target violate Exchange Act rule 14d-10
Article Abstract:
The different conclusions reached by two federal courts regarding special offers to major shareholders in an acquisition suggest what course of action will be permitted in such cases. The 9th Circuit held in Epstein v MCA that Matsushita Electric Industrial violated Rule 14D-10 of the Securities Exchange Act of 1934 by reaching an agreement with two MCA executives on the day the tender was announced. A US District Court permitted a similar deal in Lerro v Quaker Oats concerning the takeover by Quaker of Snapple Beverage.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1995
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Modeled in part on expedited federal court procedure, the FTC's new 'rocket docket' allows for the completion of administrative proceedings in 13 months
Article Abstract:
The Federal Trade Commission has instituted a 'rocket docket' process that allows many administrative proceedings to be completed within 13 months, including appeals. This will enable FTC attorneys to argue more strongly against so-called equity claims, in which companies seeking to merge ask the court to reject a preliminary injunction on the grounds that such injunctions lead to drawn-out processes that effectively kill a deal. The FTC has long considered many such requests ingenuous.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1996
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Minority shareholder interests expanded
Article Abstract:
Thanks to the Delaware Supreme Court, it may now be possible for minority shareholders wanting an appraisal of the fair value of their shares to receive the pro rata share of the control value of the business as part of fair value. Under Section 262 of the Delaware General Corporation Law, dissenting stockholders have a right to their share of the full fair value of the business as of the date of a merger.
Publication Name: The National Law Journal
Subject: Law
ISSN: 0162-7325
Year: 1992
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