Thursday, November 7, 2013

MAI Basic Four, Inc. v. Prime Computer, Inc. case brief

MAI Basic Four, Inc. v. Prime Computer, Inc. case brief summary
871 F.2d 212 (1989)

Appellants, a group of computer companies, sought review of a judgment from the United States District Court for the District of Massachusetts, which issued a preliminary injunction against consummation of the group's tender offer to take over appellee target corporation, pending the group's provision of more information on one of its corporate members.

A group of computer companies sought to take over a target corporation, which led to the target filing a counterclaim that alleged that the group violated the Williams Act Amendments to the Securities Exchange Act (SEA), 15 U.S.C.S. §§ 78m(d)-(e), and 78n(d)-(f), by failing to disclose in its offer to purchase sufficient information concerning the involvement, interests, and condition of its investment advisor, investor, and underwriter. The target contended that the underwriter fell under the SEA's disclosure requirements because it was in reality a "bidder." The district court agreed and granted a preliminary injunction, which the group challenged on appeal.

The court affirmed the district court's findings and held that the target had met the requirements for injunctive relief. The court also determined that the information required by the district court to lift the injunction was "material."

The court affirmed the order of the district court granting a preliminary injunction to the target company. The court held that if the group filed with the SEC current financial statements of its underwriter, identification of all underwriter-affiliated officers and directors, and disclosure of recent trading in shares by its underwriter, then the district court should vacate the injunction insofar as it was based on nondisclosure.

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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