Sunday, November 24, 2013

Field v. Trump case brief

Field v. Trump case brief summary
850 F.2d 938 (1988)


CASE SYNOPSIS
Plaintiff appealed an order from the United States District Court for the Southern District of New York in which the court dismissed plaintiff's amended complaint alleging violation of the Securities Exchange Act, 15 U.S.C.S. § 78j(b).

CASE FACTS
Plaintiff appealed an order from the district court dismissing plaintiff's amended complaint alleging violation of the Securities Exchange Act, 15 U.S.C.S. §78j(b).

DISCUSSION

  • The court reversed in part. 
  • The court held that purchases after a purported withdrawal of a tender offer could constitute a continuation of the offer in light of the surrounding circumstances. 
  • According to the court section 78n(d)(7) explicitly treated a material change in the terms of a tender offer in the form of an increased price as a continuation of the original offer rather than as a new tender offer. 
  • Hence, purchases of shares by an offeror after a purported withdrawal of a tender offer could constitute a continuation of the original tender offer. 
  • The court held that for purposes of the "best-price rule," an announcement of a withdrawal was effective when the offeror genuinely intended to abandon the goal of the original offer.

CONCLUSION
The court reversed in part holding that purchases after a purported withdrawal of a tender offer could constitute a continuation of the offer in light of the surrounding circumstances.

Recommended Supplements for Corporations and Business Associations Law

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