State Regulation of Corporate Acquisitions: How Do the Statutes Work and Are They Constitutional
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Authors
Weaver, Michael J.
Issue Date
1989
Volume
22
Issue
Type
Journal Article
Language
Keywords
Alternative Title
Abstract
INTRODUCTION|A tender offer is defined as "[a]n offer to purchase shares made by one company direct to the stockholders of another company, sometimes subject to a minimum and/or a maximum that the offeror will accept ... with a view to acquiring control of the second company." This seems to be a rather simple and uncomplicated definition yet provides no direction as to who should regulate such offers. Further, the term has never been defined by a federal statute or regulation. As a consequence, the issue of whether the states or the federal government should regulate tender offers has become quite complicated. The purpose of this Comment is, therefore, to analyze federal regulation in the area of tender offers, analyze the initial attempts by the states to regulate in this area, and to consider the future of state tender offer regulation. This Comment initially examines the Williams Act, the major federal legislation that regulates tender offers. Then, the states' role in the regulation of tender offers is examined by considering Edgar v. MITE Corp. This Comment next examines regulations passed by the states after Edgar, categorized as follows: (1) fair price statutes;' (2) registration and disclosure statutes;" and (3) control share acquisition statutes...
Description
Citation
22 Creighton L. Rev. 793 (1988-1989)
Publisher
Creighton University School of Law