Thursday, November 7, 2013

Epstein v. MCA, Inc. case brief

Epstein v. MCA, Inc. case brief summary
50 F.3d 644 (1995)

CASE SYNOPSIS
Appellant, former shareholders of a corporation acquired after a tender offer, challenged an order from the United States District Court for the Central District of California, which granted summary judgment in favor of appellee bidder and the chairman and the chief operating officer of the acquired corporation in an action for S.E.C. Rule 14d-10 violations in the tender offer.


CASE FACTS

  • In consolidated appeals, appellant, former shareholders of a corporation acquired pursuant to a tender offer, challenged summary judgment in favor of appellees, the bidder corporation and the chairman and the chief operating officer of the acquired corporation. 
  • Appellants had alleged that appellee bidder violated S.E.C. Rule 14d-10, the "all-holder, best-price" rule, by treating appellee chairman and appellee chief operating officer differently in its tender offer. 
  • Appellees argued that appellants lacked standing to sue for violations of the rule and that the federal district court properly found that the contested payments were either designed to cash out stock options or were not subject to the rule. 
DISCUSSION
  • The appellate court disagreed, ordered the granting of partial summary judgment on one claim, and reversed the summary dismissal of appellants' claims. 
  • The court held that a private remedy for violations of S.E.C. Rule 14d-10 was inferred from the Securities Exchange Act of 1934, 15 U.S.C.S. § 78n(d)(7) (1981). 
  • The rule specifically prohibited appellee bidder from making a tender offer that was not open to all shareholders or that was made at varying prices.

CONCLUSION
In consolidated appeals challenging dismissals of appellant's, former shareholders, actions for a securities violation in a tender offer, the summary judgment order in favor of appellee bidder and the chairman and the chief operating officer of the acquired corporation was reversed because the applicable regulation emphasized equality of treatment among all shareholders. A tender offer period was not limited by any time frame.

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

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