This Note examines two major Supreme Court cases addressing the conflict between federal and state law governing the use of the tender offer. Congress intended to protect the individual shareholder in making a decision whether to tender shares with voting rights, while balancing the legitimate interests of incumbent management and tender offerors. The Court upset this balance by upholding Indiana's Control Shares Acquisition Act as constitutional in the second of these two cases. This Note will highlight the inconsistencies between the cases, explain the present effect of both, and suggest an approach for states considering the adoption of takeover legislation.
College of Law
Northern Illinois University Law Review
Zmuda, James S.
"Beyond MITE-CTS v. Dynamics: Has Management Won the Battle in the Fight Against the Tender Offer, and What Injury has the Individual Shareholder Suffered?,"
Northern Illinois University Law Review: Vol. 9:
1, Article 2.
James S. Zmuda, Note, Beyond MITE-CTS v. Dynamics: Has Management Won the Battle in the Fight Against the Tender Offer, and What Injury has the Individual Shareholder Suffered?, 9 N. Ill. U. L. Rev. 187 (1988).