Brief Fact Summary. SCM Corporation (Plaintiff) argued that Hanson Trust PLC (Defendant) acquired its shares in it through an unacceptable tender offer.
Synopsis of Rule of Law. As long as there is no risk that the sellers will be hindered from forming an educated decision regarding the transaction the buying of corporate shares in a private transaction does not need to observe the notice requirements enacted on tender offers.
Issue. If there is no risk the sellers will be hindered from forming an educated decision regarding the transaction, when buying corporate shares in a private transaction, does the transaction need to observe the notice requests enacted on tender offers?
Held. (Mansfield, J.) No. When buying corporate shares in a private transaction, if there is no risk that the sellers will be hindered from making knowledgeable decisions regarding the transaction, the transaction does not need to observe the notice requests enacted on tender offers. Here, the sellers are completely cognizant of the correctly noticed tender offer, its terms, and the likelihood of private transactions. So, there was no need to officially notice the transactions as tender offers and no risk of concealment. Reversed, preliminary injunction vacated, remanded.
The preliminary injunction is one of the most drastic tools in the arsenal of judicial remedies.
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