Securities Regulation Keyed to Coffee
Epstein v. MCA, Inc.
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- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
- Case Key Terms, Acts, Doctrines, etc.: A case specific Legal Term Dictionary.
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- Brief Facts: A Synopsis of the Facts of the case.
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- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
Matsushita wanted to obtain MCA Corp. in a tender offer, requiring an MCA insider, Wasserman, to pledge his shares to Matsushita ahead of time, partially to keep his employment with MCA after it changed hands. An arrangement was drafted where after the tender offer closed, Wasserman would exchange his shares. In consideration for the pledge, Wasserman was to obtain shares ina holding company with the value of the shares being connected to the tender offer price by a systemguaranteeing that the value would be higher than the tender offer price. The entire arrangement between Wasserman and Matsushita would diffuse if the tender offer went unfulfilled. Previous shareholders of the MCA filed suit, claiming discrimination in a tender offer in violation of Rule 14d-10. The case was appealed.
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