Corporations Keyed to Hamilton
CTS Corp. v. Dynamics Corp. of America
Appellee owned 9.6% of Appellant, CTS Corporation and announced a tender offer to increase their ownership to 27.5%. Six days before their announcement, an Indiana law, Indiana’s Control Share Acquisitions Act, came into effect. The Act allows for disinterested shareholders to hold a shareholders’ meeting to discuss the merits of a tender offer for controlling shares. Appellee argues that the Act is preempted by a federal law, the Williams Act. The Williams Act provides guidelines that offerors need to follow when making a tender offer. Appellee also argues that the Indiana Act violates the Commerce Clause because it treats in-state entities differently from out-of-state entities.
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