Securities Regulation Keyed to Coffee
Securities and Exchange Commission v. Carter Hawley Hale Stores, Inc.
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When making a bid for control of Carter Hawley Hale, Inc. (CHH), The Limited, Inc., formed a tender offer to the shareholders of CHH. In reply, CHH management prepared a stock repurchase offer to its shareholders in addition to an offer of a large number of shares in itself to General Cinema Corporation. During the repurchase period, the market price of the shares slowly but consistently increased, seeing as this period was open-ended in time, was to conclude when The Limited’s tender offer concluded. When over half the outstanding stock was repurchased, the repurchase program concluded. A suit for injunctive relief was brought by the SEC (Plaintiff) , stating that the repurchase program was indeed a tender offer, therefore, disclosure conditions needed to be satisfied and they were not. The district court held that the repurchase program was not a tender offer.
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