86-71.A number of the largest web directories are international in scope. DYNAMICS CORPORATION OF AMERICA No. 4191 Gold Star Spouses Non-Monetary Benefits Act H.R.
The Sheriff is the chief law enforcement officer in Coles County, an area of 510 square miles with a population of 53,697. And the SEC has pointed to references in the. But such a use of the adjective 'registered' in a Senate report is not of much help, especially when the statute itself offers no apparent ambiguity that the reference might help resolve. 91-184, at 44 (1969) (emphasis added).
Pritchard argued the cause and filed a brief for appellant in No. With him on the brief were Richard E. Strain argued the cause for appellant in No. Argued MaDecided ApAPPEAL FROM THE UNITED STATES COURT OF APPEALS FOR THE SEVENTH CIRCUIT James A.
I AOn March 4, 1986, the Governor of Indiana signed a revised Indiana Business Corporation Law, Ind. III), or violates the Commerce Clause of the Federal Constitution, Art. §§ 78m(d)-(e) and 78n(d)-(f) (1982 ed. 1986), is preempted by the Williams Act, 82 Stat. JUSTICE POWELL delivered the opinion of the Court.These cases present the questions whether the Control Share Acquisitions Chapter of the Indiana Business Corporation Law, Ind. With him on the brief were Dean A.
The Act focuses on the acquisition of "control shares" in an issuing public corporation. An "issuing public corporation" is defined as:"a corporation that has: "(1) one hundred (100) or more shareholders "(2) its principal place of business, its principal office, or substantial assets within Indiana and "(3) either: "(A) more than ten percent (10%) of its shareholders resident in Indiana "(B) more than ten percent (10%) of its shares owned by Indiana residents or "(C) ten thousand (10,000) shareholders resident in Indiana." § 23-1-42-4(a). The Act applies only to "issuing public corporations." The term "corporation" includes only businesses incorporated in Indiana. Before that date, any Indiana corporation can opt into the Act by resolution of its board of directors. Beginning on August 1, 1987, the Act will apply to any corporation incorporated in Indiana, § 23-1-17-3(a), unless the corporation amends its articles of incorporation or bylaws to opt out of the Act, § 23-1-42-5.
The practical effect of this requirement is to condition acquisition of control of a corporation on approval of a majority of the pre-existing disinterested shareholders. Section 23-1-42-9(b) requires a majority vote of all disinterested shareholders holding each class of stock for passage of such a resolution. Rather, it gains those rights only "to the extent granted by resolution approved by the shareholders of the issuing public corporation." § 23-1-42-9(a). An entity that acquires control shares does not necessarily acquire voting rights.
On that day, six days after the Act went into effect, Dynamics announced a tender offer for another million shares in CTS purchase of those shares would have brought Dynamics' ownership interest in CTS to 27.5%. BOn March 10, 1986, appellee Dynamics Corporation of America (Dynamics) owned 9.6% of the common stock of appellant CTS Corporation, an Indiana corporation. Similarly, if the acquiror does not file an acquiring person statement with the corporation, the corporation may, if its bylaws or articles of incorporation so provide, redeem the shares at any time after 60 days after the acquiror's last acquisition. If the shareholders do not vote to restore voting rights to the shares, the corporation may redeem the control shares from the acquiror at fair market value, but it is not required to do so. The acquiror can require management of the corporation to hold such a special meeting within 50 days if it files an "acquiring person statement," requests the meeting, and agrees to pay the expenses of the meeting.
Because of the imminence of CTS' annual meeting, the Court of Appeals consolidated and expedited the two appeals. Ibid.CTS appealed the District Court's holdings on these claims to the Court of Appeals for the Seventh Circuit. The District Court certified its decisions on the Williams Act and Commerce Clause claims as final under Federal Rule of Civil Procedure 54(b). This holding rested on the court's conclusion that "the substantial interference with interstate commerce created by the outweighs the articulated local benefits so as to create an impermissible indirect burden on interstate commerce." Id., at 406. A week later, on April 17, the District Court issued an opinion accepting Dynamics' claim that the Act violates the Commerce Clause.
MITE Corp., supra , in which three Justices found that the Williams Act pre-empts state statutes that upset the balance between target management and a tender offeror. The court looked first to the plurality opinion in Edgar v. 2d 250 (1986).After disposing of a variety of questions not relevant to this appeal, the Court of Appeals examined Dynamics' claim that the Williams Act pre-empts the Indiana Act. The opinion followed on May 28.
In any event, if the Williams Act is to be taken as a congressional determination that a month (roughly) is enough time to force a tender offer to be kept open, 50 days is too much and 50 days is the minimum under the Indiana act if the target corporation so chooses." Id., at 263.The court next addressed Dynamic's Commerce Clause challenge to the Act. But whatever doubts of the Williams' Act preemptive intent we might entertain as an original matter are stilled by the weight of precedent." Ibid.Once the court had decided to apply the analysis of the MITE plurality, it found the case straightforward: "Very few tender offers could run the gauntlet that Indiana has set up. It also noted: "t is a big leap from saying that the Williams Act does not itself exhibit much hostility to tender offers to saying that it implicitly forbids states to adopt more hostile regulations.
Designed to make sure that the law of only one state shall govern the internal affairs of a corporation or other association." Ibid. Finally, the court addressed the "internal affairs" doctrine, a "principle of conflict of laws. Even if a corporation's tangible assets are immovable, the efficiency with which they are employed and the proportions in which the earnings they generate are divided between management and shareholders depends on the market for corporate control — an interstate, indeed international, market that the State of Indiana is not authorized to opt out of, as in effect it has done in this statute." 794 F. For the sake of trivial or even negative benefits to its residents Indiana is depriving nonresidents of the valued opportunity to accept tender offers from other nonresidents. 137 (1970), the court found the Act unconstitutional: "Unlike a state's blue sky law the Indiana statute is calculated to impede transactions between residents of other states. Bruce Church, Inc., 397 U.
We noted probable jurisdiction under 28 U. Hat the mode of regulation involves jiggering with voting rights cannot take it outside the scope of judicial review under the commerce clause." Ibid.Accordingly, the court affirmed the judgment of the District Court.Both Indiana and CTS filed jurisdictional statements. But in this case the effect on the interstate market in securities and corporate control is direct, intended, and substantial.
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