Securities Regulation Keyed to Coffee
CTS Corporation v. Dynamics Corporation of America
Facts
Indiana passed a control share acquisition statute that revoked voting rights of shares toprocuring bidders lest the independent shareholders of the target company held a meeting within fifty days of the tender offer where they voted together to concede those rights.Individuals who were uninvolved with the target company or the bidder constituted independent shareholders. The Indiana Act applied to target companies that were locally incorporated, their principal place of business local as well as had several shareholders local. The Indiana Act was intended to prohibit intimidating tender offers, where once the bidder is fruitful, the other option available to tendering the shares is a compulsory sale at a lesser price. The Williams Act, the federal legislative scheme for corporate takeovers, forestalled the Indiana Act, bidders stated. The court of appeals ruled that in fact the Indiana Act was forestalled by the Williams Act.
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