Securities and Exchange Commission v. Carter Hawley Hale Stores, Inc. case brief

Securities and Exchange Commission v. Carter Hawley Hale Stores, Inc. case brief summary
760 F.2d 945 (1985)

CASE SYNOPSIS

Appellant Securities and Exchange Commission sought review of decision of the United States District Court for the Central District of California concluding that appellee's stock repurchase program was not a tender offer conducted in violation of the Securities Exchange Act of 1934 § 13(e), 15 U.S.C.S. § 78m(e).

CASE FACTS
Appellant sought review of a decision concluding appellee's stock repurchase program was not a tender offer conducted in violation of the Securities Exchange Act of 1934 § 13(e), 15 U.S.C.S. § 78m(e).

DISCUSSION

• The court held that the existence of tender offer was determined by widespread solicitation of shareholders for issuer's shares, solicitation made for substantial percentage of issuer's stock, terms of offer were firm, offer was contingent on tender of fixed number of shares, fixed maximum number of shares to be purchased, offer made for limited time, offeree pressured to sell stock, and public announcements preceded or accompanied accumulation of securities.
• The court held it was not an abuse of discretion to determine appellee's stock purchase was not a tender offer because there was no widespread solicitation, premium prices were attributable to market pressures, stocks were purchased at many different prices, the timing attributable to market forces, and appellee did not pressure shareholders to sell shares.

CONCLUSION
The court affirmed and held appellee's repurchase of stock was not a tender offer violating Securities Exchange Act.

Suggested Study Aids For Securities Regulation Law
Securities Regulation in a Nutshell, 10th (Nutshell Series)
Securities Regulation: Examples & Explanations, 5th Edition
Securities Regulations: The Essentials