Business Associations Keyed to Hamilton
CTS Corp. v. Dynamics Corp. of America
The Indiana Business Corporations Law was enacted in Indiana in 1986. A portion of the statute addressed tender offers. According to the law, the producers of tender offers to corporations incorporated in Indiana, or having their principal place of business in Indiana, had to follow certain rules. One rule required the offeree’s shareholders to approve a takeover, or the acquired shares would not come with voting rights. Other provisions include a 50-day waiting period from announcement to actual offer. Dynamics Corp. of America (Plaintiff), which had made a tender offer for control of CTS Corp. (Defendant), an Indiana entity, challenged the law. The district court held the law was preempted by the Williams Act and conflicted with the dormant Commerce Clause. The Seventh Circuit affirmed. Defendant appealed.
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