AMANDA ACQUISITION CORP. V. UNIVERSAL FOODS CORP.
877 F.2d 496 (1989)
NATURE OF THE CASE: Amanda (P), an acquisition corporation, sought review of a decision,
which refused to declare Wisconsin's anti-takeover statute unconstitutional and not
preempted by the Williams Act.
FACTS: Amanda Acquisition Corp (P) is a shell with a single purpose of acquiring
Universal Food Corp. On December 1 Amanda commenced a tender offer at $30.50 to be effective
if at least 75% of the stock should be tendered. This all-cash, all-shares offer has been
increased by stages to $38.00. Wisconsin has a statute that prohibits a corporation to
engage in a business combination with an interested stockholder for 3 years after the
interested stockholder's stock acquisition date unless the board of directors of the
Wisconsin a corporation has approved, before the interested stockholder's stock acquisition
date, that business combination or the purchase of stock. The district court found that this
statute effectively eliminates hostile leveraged buyouts. P filed this suit seeking a
declaration that this law is preempted by the Williams Act and inconsistent with the
Commerce Clause. The district Court declined to issue a preliminary injunction. It concluded
that the statute is constitutional and not preempted, and that under Wisconsin law directors
are entitled to prevent investors from accepting tender offers of which the directors do not
approve.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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