Takeover Tactics and Public Policy: Hearings Before the Subcommittee on Telecommunications, Consumer Protection, and Finance of the Committee on Energy and Commerce, House of Representatives, Ninety-eighth Congress, Second Session, on H.R. 2371, H.R. 5250, H.R. 5693, H.R. 5694, H.R. 5696, and H.R. 5696 ... March 28 and May 23, 1984, Part 1U.S. Government Printing Office, 1984 - Government publications |
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abuses acquire acquiror acquisition action advisory vote amendments antitrust assets banks believe beneficial bidder Bruce Wasserstein business judgment rule cash Chairman change of control charter commencement Commission's Committee on Tender Committee's Congress Corp corporate control corporate law courts defensive tactics directors disclosure Drexel Burnham Lambert Easterbrook & Jarrell economic effect Exchange Commission exchange offers fair favor federal regulation filed golden parachutes Greenhill greenmail holders hostile takeovers hostile tender offers interests investment investors issue issuer Jarrell Statement John S.R. Shad legislation leveraged buyouts Lipton Martin Lipton merger minimum offering period NASAA offeror outstanding partial offers percent premium problem prohibited proposal proration protect provisions proxy statement purchase regulatory repurchase Schedule 13D Section Securities and Exchange Securities Exchange Act self-tender Shad shareholder approval shares specific statute stockholders subcommittee substantial supermajority target company tender offer process tion transactions Williams Act WIRTH
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Page 169 - It shall be unlawful for any person, by the use of the mails or by any means or instrumentality of interstate commerce...
Page 283 - ... the business of insurance. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the Congress hereby declares that the continued regulation and taxation by the several States of the business of insurance is in the public interest, and that silence on the part of the Congress shall not be construed to impose any barrier to the regulation or taxation of such business by the several States.
Page 170 - When two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of an issuer, such syndicate or group shall be deemed a "person" for the purposes of this subsection.
Page 301 - Speculators may do no harm as bubbles on a steady stream of enterprise. But the position is serious when enterprise becomes the bubble on a whirlpool of speculation. When the capital development of a country becomes a by-product of the activities of a casino, the job is likely to be ill-done.
Page 283 - Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares...
Page 216 - Act to improve the program of medical assistance to areas with health manpower shortages, and for other purposes. 1 Be it enacted by the Senate and House of Representa2 lives of the United States of America in Congress assembled, 3 SECTION 1. This Act may be cited as the "Emergency 4 Health Personnel Act Amendments of 1972".
Page 169 - ... any equity security of an insurance company which would have been required to be so registered except for the exemption contained in section 12(g)(2)(G) of this title...
Page 169 - ... per centum of such class, unless, at the time copies of the offer or request or invitation are first published or sent or given to security holders, such person has filed with the Commission a statement containing...
Page 592 - The committee has taken extreme care to avoid tipping the balance of regulation either in favor of management or in favor of the person making the takeover bid.
Page 361 - I am a partner in the Washington, DC law firm of Wilmer, Cutler & Pickering...