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Constitutional Law Keyed to Choper
CTS Corp. v. Dynamics Corp. of America
Citation:
95 L. Ed. 2d 67 (1987)Facts
In March 1986, Dynamics Corporation of America owned 9.6% of CTS Corporation’s common stock. Dynamics announced a tender offer for another million shares, which would have increased its ownership to 27.5%. CTS, an Indiana corporation, elected to be governed by Indiana’s newly enacted Control Share Acquisitions Chapter. This law provided that an entity acquiring “control shares” (shares that would bring voting power to or above thresholds of 20%, 33⅓%, or 50%) would not automatically receive voting rights. Instead, voting rights would be determined by a majority vote of all disinterested shareholders. Dynamics challenged the constitutionality of the Indiana Act, arguing that it was preempted by the Williams Act and violated the Commerce Clause. The District Court and Court of Appeals agreed with Dynamics, but the Supreme Court granted review to determine whether state regulation of corporate governance could coexist with federal securities regulation and interstate commerce requirements.
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